FOR EXISTING INVESTOR USE ONLY all necessary advice and analysis, its investment in Millennium USA is suitable and appropriate, in light of the foregoing considerations. Prior to any subscription for Offered Interests, each prospective purchaser must represent in writing, by completing and signing the Subscription Agreement, that it meets the suitability standards referred to in this Confidential Memorandum. Millennium Management has the right to reject a subscription for any reason or for no reason, even if the prospective purchaser satisfies Millennium USA's suitability requirements. Limitations on Transfer; Restrictions on Pledging Offered Interests Each investor must bear the economic risk of the investment for an extended period of time (subject to the limited rights of withdrawal described herein). Each investor will be required to agree that (i) no Offered Interests, nor any interest therein, may be Transferred without the prior written consent of Millennium Management (except by operation of law), which consent may be withheld in the discretion of Millennium Management or made subject to such conditions as may be imposed by Millennium Management in its sole discretion, (ii) prior to considering any request to permit transfer of Offered Interests, Millennium Management and/or the Administrator, as applicable, may require the submission by the proposed transferee of a certification as to the matters referred to in the preceding paragraphs as well as such other documents, representations or undertakings as Millennium Management and/or the Administrator considers appropriate, and (iii) any attempted pledge, transfer or assignment of Offered Interests in violation of the foregoing restrictions shall be invalid and void ab initio. Transferred Interests generally will be deemed to have been purchased as of the date of the transfer for all purposes, including calculating the Incentive Allocation, unless otherwise agreed to by Millennium Management, in its sole discretion. Millennium Management may in its sole discretion permit certain transferred interests to maintain their original purchase date and high water mark. Millennium Management and/or the Administrator on its behalf may refuse to issue, register or permit the transfer of Offered Interests if it is not satisfied that such issuance, registration or transfer is consistent with the best interests of Millennium USA. In addition, no Offered Interests may be issued, registered or transferred to any non-U.S. Person, directly or indirectly. Millennium Management may, in its sole discretion, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of such Partner's immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account (each, a "Permissible Transfer"), unless Millennium Management determines that the proposed Transfer will not cause Millennium USA to be treated as a "publicly traded partnership" taxable as a corporation for Federal tax purposes. Without limiting the foregoing, unless otherwise agreed to by Millennium Management, Millennium Management generally does not expect to consent to any Transfer (other than a Permissible Transfer) unless the Transfer (i) is between existing limited partners effective as of the beginning of the next fiscal quarter after 65 days' prior written notice to Millennium USA and the Administrator, and (ii) is based on the net asset value of the Offered Interests being transferred as of the effective date of the Transfer. DOC ID- 29147063.5 1-25 CONFIDENTIAL UBSTERRAMAR00003956 EFTA00239288

FOR EXISTING INVESTOR USE ONLY Holders of Offered Interests that desire to pledge, transfer, assign, or otherwise dispose of Offered Interests should assume that they will not receive any help or assistance from Millennium Management in that regard. Millennium USA's Investment Program and Strategy The investment objective of Millennium USA is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of securities, instruments, and other investment opportunities and engaging in a broad array of trading and investment strategies. THERE ARE NO SUBSTANTIVE LIMITS ON THE INVESTMENT STRATEGIES THAT MAY BE PURSUED BY MILLENNIUM USA. The Master Partnership's investment program and the strategies it employs are described in Part Two of this Confidential Memorandum and, except as otherwise indicated in this Part One of the Confidential Memorandum, should be construed as also being the investment program and strategies of Millennium USA insofar as Millennium USA invests through the Master Partnership. Millennium USA may directly engage in any investment activities in which the Master Partnership engages (as more fully described in Part Two of this Confidential Memorandum). Use of Proceeds by Millennium USA Net proceeds received by Millennium USA from the sale of Offered Interests generally will be invested and otherwise utilized by Millennium USA as described in this Confidential Memorandum. This means that the net proceeds will be invested primarily in the Master Partnership and used by the Master Partnership in its investment program and will be used by Millennium USA and the Master Partnership for expenses. A portion of the net proceeds received by Millennium USA may be employed in direct investments made by Millennium USA. (See "Millennium USA's Investment Program and Strategy.") Millennium USA's Organization, Management, Structure, and Operations Organization Millennium USA is a Delaware limited partnership formed in November 1997. Millennium USA's principal office is located at 666 Fifth Avenue, 8th Floor, New York, New York 10103-0899. Master-Feeder Relationship As discussed in Part Two of this Confidential Memorandum under "The Master Partnership's Organization — Organization," the master-feeder relationship between the Master Partnership and Millennium USA has been structured, among other reasons, to give U.S. taxpayers an opportunity to invest in the Master Partnership indirectly. Capital Structure Millennium USA and Millennium International and other existing feeder funds have, and feeder funds that may be formed in the future may have, a variety of classes (and sub-classes) of DOC ID- 29147063.5 1-26 CONFIDENTIAL UBSTERRAMAR00003957 EFTA00239289

FOR EXISTING INVESTOR USE ONLY interests and shares, respectively, outstanding, and may offer additional classes (and sub-classes) of shares and interests in the future, and, in some instances, have additional contractual (or "side letter") agreements with particular investors. The classes of interests issued by Millennium USA other than the Offered Interests that are outstanding as of the date hereof are set forth in Appendix I. The provisions of the different classes of outstanding shares or interests, and of such contractual undertakings, are not uniform, with the effect that some investors in the funds to some degree have different rights and entitlements from those of other investors, which may be true even though the fundamental economic terms of the investments are otherwise identical. Such differing provisions relate primarily to withdrawal rights (the frequency of permissible withdrawals, the notice period required for withdrawals, and the circumstances under which accelerated withdrawal is permissible) and the detail and frequency with which information is provided regarding returns or broad portfolio segment information. In the sole discretion of Millennium Management, (i) Millennium USA may issue other classes of interests in the future that may differ in terms of, among other things, denomination of currency, the fees/allocations charged, minimum commitment amounts, withdrawal rights and other rights, (ii) Millennium Management may establish and designate such new classes of interests without the approval of the Limited Partners, (iii) Millennium Management will determine the terms of such classes and (iv) Millennium Management may combine classes of interests or convert one class into another class, in each case, so long as such action does not adversely affect the terms of the other classes of interests in any material respect. Millennium International and Millennium USA do not generally enter into contractual arrangements or undertakings providing for withdrawal rights materially different from those generally available (subject to exceptions in order to address legal, regulatory, tax or similar requirements applicable to certain investors and in connection with deferred compensation arrangements or similar feeder fund investments as described under"Certain Risk Factors Relating to Millennium USA — Investment in the Master Partnership by Millennium Management and its Affiliates and Portfolio Managers"). Withdrawal Rights Offered Interests generally may be withdrawn on either the "Quarterly Withdrawal Schedule" or the "Annual Withdrawal Schedule," each as described below. Millennium USA may, in its sole and absolute discretion, permit a withdrawal of Offered Interests at intervals, in amounts and pursuant to such notice terms other than those set forth below or convert Offered Interests into interests in another class with substantially the same rights and characteristics if it determines that such a withdrawal or conversion would be permitted by applicable law; provided that Millennium Management determines that such action will not cause Millennium USA or the Master Partnership to be treated as a "publicly traded partnership" taxable as a corporation for Federal tax purposes. Withdrawal requests are irrevocable upon receipt by Millennium USA, subject to Millennium USA's sole discretion to permit revocation in whole or in part. Withdrawal requests received outside of the specified notice period for a particular Quarterly Withdrawal Date or Annual Withdrawal Schedule Date will be deemed null and void and will not be honored. In addition, a withdrawal request received for an amount in excess of the maximum amount withdrawable will be honored only to the extent of such maximum amount, and the request as to the excess amount will be deemed null and void and will not be honored. DOC ID- 29147063.5 1-27 CONFIDENTIAL UBSTERRAMAR00003958 EFTA00239290

FOR EXISTING INVESTOR USE ONLY Quarterly Withdrawal Schedule A Limited Partner may elect to withdraw up to 5% of the net asset value of such Limited Partner's Offered Interests as of the end of any calendar quarter (a "Quarterly Withdrawal") by providing written notice at least 90 days and no more than 180 days prior to the end of the applicable calendar quarter (a "Quarterly Withdrawal Date"). In addition, if as a result of Quarterly Withdrawals (whether or not consecutive) the net asset value of a Limited Partner's Offered Interests is equal to 5% or less of its aggregate subscription amounts for Offered Interests, a Limited Partner may withdraw the balance of such Offered Interests by providing written notice at least 90 days and no more than 180 days prior to the end of a calendar quarter. All notices must be provided to both Millennium USA and the Administrator. Annual Withdrawal Schedule A Limited Partner may elect to withdraw the entire net asset value of such Limited Partner's Offered Interests over a five (5) year period by making five consecutive annual withdrawal requests, with proceeds paid on a calendar quarterly basis within each such annual period as set forth in the table below (each annual period, an "Annual Withdrawal Period," and each calendar quarter end withdrawal date within an Annual Withdrawal Period, an "Annual Withdrawal Schedule Date"). A Limited Partner may elect to commence an Annual Withdrawal Period as of any calendar quarter, but such Annual Withdrawal Period does not have to coincide with a calendar year. A Limited Partner electing to withdraw Offered Interests pursuant to the Annual Withdrawal Schedule must provide written notice to both Millennium USA and the Administrator at least 90 days and no more than 180 days (i) prior to the First Annual Withdrawal Schedule Date of the First Annual Withdrawal Period and (ii) prior to the First Annual Withdrawal Schedule Date of each subsequent Annual Withdrawal Period. During each Annual Withdrawal Period, withdrawal amounts will be calculated based on the net asset value of such Limited Partner's Offered Interests as of each Annual Withdrawal Schedule Date (excluding the net asset value of any additional Offered Interests subscribed for or otherwise received following the commencement of the Annual Withdrawal Schedule) as follows: DOC ID- 29147063.5 1-28 CONFIDENTIAL UBSTERRAMAR00003959 EFTA00239291

FOR EXISTING INVESTOR USE ONLY First Annual Withdrawal Schedule Date: Percentage of NAV Second Annual Withdrawal Schedule Date: Percentage of NAV Third Annual Withdrawal Schedule Date: Percentage of NAV Fourth Annual Withdrawal Schedule Date: Percentage of NAV First Annual Withdrawal Period I/20a' (5.00%) 1/1O (approx. 5.26%) I/18''' (approx. 5.56%) I/17th (approx. 5.88%) Second Annual Withdrawal Period 1/16th (6.25%) 1/15th (approx. 6.67%) 1/14th (approx. 7.14%) 1/13th (approx. 7.69°4) Third Annual Withdrawal Period 1/12th (approx. 8.33%) 1/11th (approx. 9.09%) 1/10th (10.00%) 1/9th (approx. 11.11%) Fourth Annual Withdrawal Period 1/8th (12.50%) 'nth (approx. 14.2r/o) 1/6th (approx. 16.67%) 115th (20.00%) Fifth Annual Withdrawal Period 1/4th (25.00%) 1/3'd (approx. 33.33%) 1/2 (50.00%) I/1 (100%) If a Limited Partner on the Annual Withdrawal Schedule does not make five consecutive annual requests, or does not provide timely notice for an Annual Withdrawal Period, any future withdrawal pursuant to the Annual Withdrawal Schedule will be treated as starting a new First Annual Withdrawal Period and will be subject to all applicable terms and requirements (including required annual notices) of the Annual Withdrawal Schedule. In addition, if a Limited Partner on the Annual Withdrawal Schedule subscribes for or otherwise receives additional Offered Interests during an Annual Withdrawal Period, any future withdrawal request pursuant to the Annual Withdrawal Schedule as to such additional Offered Interests will start with a new First Annual Withdrawal Period and will be subject to all applicable terms and requirements (including required annual notices) of the Annual Withdrawal Schedule. Notwithstanding the foregoing, a Limited Partner that has made consecutive Quarterly Withdrawals of 5% of such Limited Partner's Offered Interests and then elects to transition as of the following calendar quarter end to an Annual Withdrawal Schedule will receive credit for the number of consecutive 5% Quarterly Withdrawals only as follows: • A Limited Partner that has made at least four but fewer than eight consecutive 5% Quarterly Withdrawals may elect to commence on the Annual Withdrawal Schedule beginning with the Second Annual Withdrawal Period. • A Limited Partner that has made at least eight consecutive 5% Quarterly Withdrawals (and any number of consecutive 5% Quarterly Withdrawals in excess thereof) may elect to commence on the Annual Withdrawal Schedule beginning with the Third Annual Withdrawal Period. A Limited Partner electing to transition from the Quarterly Withdrawal Schedule to the Annual Withdrawal Schedule in accordance with the foregoing must provide prior written notice DOC ID- 29147063.5 1-29 CONFIDENTIAL UBSTERRAMAR00003960 EFTA00239292

FOR EXISTING INVESTOR USE ONLY to both Millennium USA and the Administrator at least 90 days and no more than 180 days prior to the First Annual Withdrawal Schedule Date, provided that such First Annual Withdrawal Schedule Date mug be one full calendar quarter following such Limited Partner's last 5% Quarterly Withdrawal. A Limited Partner may only request a withdrawal of Offered Interests as of any calendar quarter end with the requisite notice pursuant to either the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule, and not both schedules. A Limited Partner is entitled to no more than one (1) withdrawal of Offered Interests per calendar quarter pursuant to either the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule, and no more than four (4) withdrawals per 12-month period. Withdrawal Price: Payments. The price at which Offered Interests will be withdrawn (the "Withdrawal Price") will be the net asset value of the applicable series of the Offered Interests, determined net of any applicable Incentive Allocation as of the close of business at the end of the applicable calendar quarter. Millennium USA generally will pay 95% of the withdrawal payment within 30 days following the applicable withdrawal date (whether pursuant to the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule) and generally will withhold 5% of any withdrawal payment pending closing of Millennium USA's books and reconciliation of the amounts due for the quarter (in each case, computed on the basis of unaudited data as of the withdrawal date, and subject to any applicable reserves or holdbacks). However, if a withdrawal date coincides with a date as of which Millennium USA's financial statements are audited, the withdrawal payment will generally be made, subject to audit adjustments, after completion of the audit. If the amount of a withdrawal exceeds 90% of the aggregate value of the Limited Partner's Offered Interests (after taking into account any adjustments made in connection with the audit) immediately prior to the applicable withdrawal date, then Millennium USA generally will withhold from the withdrawal payment 10% of the aggregate value. The balance will be paid (subject to audit adjustments), within 30 days after the completion of the next audit of Millennium USA, subject to any applicable reserves or holdbacks. Balances held until following the completion of an audit, if any, will be paid with interest, calculated from the applicable withdrawal date until the payment date at the average (calculated weekly) per annum short-term (13-week) Treasury Bill rate. Millennium Management may, in its discretion, elect to withhold smaller amounts than those described above or to accelerate the repayment of withheld balances. Please be advised that it is generally the policy of the Administrator that all withdrawal proceeds are paid to the account from which the monies were originally debited, unless otherwise agreed upon by Millennium Management and the Administrator. Payments generally will not be made to third party accounts that are not in the name of the withdrawing Limited Partner, unless otherwise required under law. DOC ID- 29147063.5 1-30 CONFIDENTIAL UBSTERRAMAR00003961 EFTA00239293

FOR EXISTING INVESTOR USE ONLY Withdrawals by an investor that holds more than one series of Offered Interests will be deemed to be made on a first-in first-out basis absent specific instructions to the contrary from the investor. In the event of the death of Mr. Englander, the death benefits distributable to the Master Partnership from "keyman" life insurance upon Mr. Englander's life will be deemed to be assets of the Master Partnership as of the date immediately prior to his death and therefore will be included in the calculation of net asset value of Millennium USA. Limited Liquidity. Other Interests generally are significantly more liquid than the Offered Interests. For instance and without limitation, unlike the Other Interests, the Offered Interests have no special withdrawal right in the event of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal from the general partner of the Master Partnership of Israel A. Englander (a "Trigger Event"), or the occurrence of any other key person event. The exercise of such a special withdrawal right by holders of Other Interests will not result in, or be deemed to create, any special withdrawal right for the holders of the Offered Interests (in their capacity as such). Please see "Certain Risk Factors Relating to Millennium USA" — "Different Terms of Interests" and "Limited Liquidity" for additional information regarding such differences in liquidity and the potential implications for holders of Offered Interests. Other Withdrawal Rights. In addition, investors in other classes of Interests of Millennium USA may withdraw all of their capital accounts at such other time and upon such terms as permitted in respect of such class in accordance with the Partnership Agreement. Holdbacks. Millennium Management, in its discretion, may hold back a portion of the amount payable to a Limited Partner in respect of a withdrawal (whether such withdrawal is voluntary or compulsory) to satisfy contingent or expected liabilities. The amount of the withdrawal proceeds held back will be determined by Millennium Management in its sole discretion taking into account such factors as it considers relevant with respect to any contingent or expected liability. Such holdbacks will reduce the amount paid to a withdrawing Limited Partner. The unused portion of any holdback will be distributed to the Limited Partner to which the holdback applied if and to the extent that Millennium Management subsequently determines that the need therefor has ceased. Withdrawal or Transfer Charges. In the event that an investor makes a complete or partial withdrawal or Transfer on a date other than the regular withdrawal dates applicable to the particular class of Interests of Millennium USA, Millennium USA has the right to charge such withdrawing or transferring investor any legal, accounting and administrative, registrar and transfer costs associated with such withdrawal or Transfer of all or a portion of its Interests, and in that connection may establish reserves for contingencies, including general reserves for unspecified contingencies. Deferral of Withdrawal Payments. Payments of withdrawal proceeds may be suspended if Millennium Management and/or the Administrator determine that they will violate applicable law, including any applicable rules or regulations of any regulatory agency or exchange, or any contract or agreement to which Millennium USA or any affiliate is then a party. DOC ID- 29147063.5 1-31 CONFIDENTIAL UBSTERRAMAR00003962 EFTA00239294

FOR EXISTING INVESTOR USE ONLY Suspension for Anti-Money Laundering Purposes Withdrawals by any investor purchasing Offered Interests hereunder may be suspended if Millennium Management and/or the Administrator reasonably deem it appropriate to do so to ensure compliance with anti-money laundering regulations applicable to Millennium USA, Millennium Management, the Administrator or any of Millennium USA's other service providers. Please be advised that the Administrator may require any additional documentation, as reasonably necessary, to process a withdrawal request. Compulsory Withdrawal Millennium Management reserves the right, upon not less than five days' prior written notice (unless Millennium Management determines that it is necessary to reduce such period in order to comply with applicable law or similar requirements), to require any investor to withdraw all or any portion of its capital account at any time for any reason or no reason. Any such compulsory withdrawal will be effective as of the date specified in the notice. Conversion of Offered Interests Millennium USA from time to time may, for administrative convenience or any other reason, and without any consent of or notice to Limited Partners, redesignate and convert all or any portion of the outstanding Offered Interests into another class of Interests of Millennium USA with substantially the same rights and characteristics. Management of Millennium USA The general partner of Millennium USA and the general partner of the Master Partnership is Millennium Management, a Delaware limited liability company. As discussed under "Certain Legal and Regulatory Matters Relating to the Master Partnership" in Part Two of this Confidential Memorandum, Millennium Management is the commodity pool operator and commodity trading advisor of Millennium USA and the Master Partnership and has general responsibility and authority for supervising all aspects of Millennium USA's and the Master Partnership's business and operations. Millennium Management and other affiliated entities that participate in the management of the Master Partnership's assets are collectively referred to herein as "Millennium." The Limited Partners have no right to act on behalf of Millennium USA or the Master Partnership in connection with any matter. Millennium Management has the right to dissolve Millennium USA at any time (including during a fiscal year), for any reason or for no reason. In the case of such termination, Millennium USA's net assets (less reserves) will be distributed to the Limited Partners within 30 days after the completion of a final audit of Millennium USA's books (which must be performed within 90 days of the date of dissolution). Biographies of the principal and senior management of Millennium Management can be found under "The Master Partnership's Management, Structure and Operations — Management — Principals and Key Managers" in Part Two of this Confidential Memorandum. DOC ID- 29147063.5 1-32 CONFIDENTIAL UBSTERRAMAR00003963 EFTA00239295

FOR EXISTING INVESTOR USE ONLY The Administrator Millennium USA and the Master Partnership have each entered into an agreement (the "Services Agreement") with an independent third-party administrator, SS&C Financial Services LLC (the "Administrator"). Pursuant to the Services Agreement, the Administrator is responsible, under the overall supervision of Millennium Management, for matters pertaining to the administration of Millennium USA, including, among other things: (i) the calculation and issuance of the net asset values of Millennium USA (and each class, sub-class and series of Interests thereof) on a monthly basis, based on information provided by Millennium USA and Millennium Management; (ii) the recording of transactions and the reconciliation of cash, positions and transactions between Millennium USA's and the Master Partnership's books and records and their respective trading counterparties, prime brokers and custodians; (iii) the calculation of Millennium USA's profit and loss; (iv) registrar and transfer agency services, as more fully described below; and (v) year-end support services with respect to Millennium USA's audit and tax processes, as may be required. The administrative services provided by the Administrator include, among other things, (i) processing and reviewing subscription documents (and ancillary documentation provided in connection therewith) submitted by prospective investors; (ii) performing checks of prospective investors against the Department of Treasury Office of Financial Assets Control Specialty Designated National Lists; (iii) generally performing all actions related to the issuance, transfer and withdrawal of the Offered Interests; (iv) distributing monthly statements to Limited Partners; and (v) performing certain other administrative and clerical services in connection with the administration of Millennium USA. The office of the Administrator is located at One South Road, Harrison, New York 10528. The Administrator may have relationships with providers of technology, data or other services to Millennium USA and may receive economic and/or other benefits in connection therewith. The Administrator may subcontract with agents selected by the Administrator in good faith and with reasonable care for administrative and certain other services; provided that the Administrator gives Millennium USA prior written notice of the identify of such agent and, with respect to the performance of any material service, the opportunity to consent to the use of any such agent prior to the performance of any such services. The Administrator does not act as guarantor of Millennium USA's Offered Interests. Moreover, the Administrator is not responsible for any of the trading or investment decisions of Millennium USA (all of which are made by Millennium Management), or the effect of such trading decisions on the performance of Millennium USA. The Administrator will receive a monthly fee from Millennium USA. Certain extraordinary out-of-pocket expenses of the Administrator may also be charged to Millennium USA in accordance with the Services Agreement. The Services Agreement contains customary indemnification provisions whereby Millennium USA has agreed to indemnify the Administrator (and its officers, directors, investors, beneficiaries or employees, and any of their successors or assigns) against any and all losses, DOC ID- 29147063.5 1-33 CONFIDENTIAL UBSTERRAMAR00003964 EFTA00239296

FOR EXISTING INVESTOR USE ONLY claims, judgments, liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees) and amounts paid in settlement incurred in connection with the Services Agreement, unless the action or omission giving rise thereto is found by a final determination of an arbitrator, mediator, or court of competent jurisdiction to have resulted solely from the fraud, gross negligence or willful misconduct by such indemnified party in connection with the performance of its duties and obligations under the Services Agreement. The Administrator's total liability in connection with the performance of the Services Agreement will be limited to the then average monthly services fee that was paid during the preceding 12 months, multiplied by 36. Fees and Expenses Relating to Millennium USA Millennium USA is, directly, or through its investment in the Master Partnership, responsible for all expenses, without limitation, directly or indirectly, in connection with its operation, including, without limitation: • all fees and expenses incurred in connection with any transactions, engagements, and other agreements that it enters into on its own behalf, including, among other things, costs and expenses of the Administrator, expenses incurred in connection with the private placement of Interests in Millennium USA (other than placement fees, if any); and • a generally pro rata portion of all fees and expenses incurred by Millennium Management and its affiliates with respect to, or in connection with (e.g. through the operation of and the provision of services to), the Master Partnership and its affiliates or incurred directly by the Master Partnership or jointly by multiple feeder funds. See "The Master Partnership's Fees and Expenses" in Part Two of this Confidential Memorandum for a description and non-exhaustive list of such expenses, including, without limitation, the following general expense categories: compensation and fringe benefits payable to employees, and fees payable to others providing services to the Master Partnership; expenses related to computers, equipment and technology; expenses related to maintaining offices, including leases and fixtures; insurance premiums; expenses related to investment activities; accounting, valuation, audit, tax and legal expenses; fees and expenses paid for the investment advisory services of affiliated entities that participate in the management of the Master Partnership's assets; and other miscellaneous expenses. This means that the Limited Partners of Millennium USA will each bear their respective pro rata portions of all of Millennium USA's costs, fees, and expenses (except with respect to Investor-Related Taxes) through reductions in their capital accounts. Millennium generally seeks to allocate expenses among Millennium USA and the other feeder funds, including Millennium International on a pro rata basis according to the relative values of their interests in the Master Partnership, but a particular expense (e.g., Investor-Related Taxes) may be allocated differently if Millennium determines in its discretion that it would be fair and reasonable to do so under the circumstances. In considering whether to allocate an expense to certain feeder funds or pro rata among all the feeder funds, Millennium will consider factors such as whether the resource or services to which such expense relates might ultimately directly or DOC ID- 29147063.5 1-34 CONFIDENTIAL UBSTERRAMAR00003965 EFTA00239297

FOR EXISTING INVESTOR USE ONLY indirectly benefit one or more feeder funds other than the initial beneficiary, whether such expense is de minimis in nature, and/or whether the expense associated with determining and administering such allocation would likely be disproportionate relative to the actual expense to be allocated. "Investor-Related Tax" means any tax withheld from Millennium USA or the Master Partnership or paid over by Millennium USA or the Master Partnership, in each case, directly or indirectly, with respect to or on behalf of a Partner or a direct or indirect beneficial owner of the Master Partnership, and interest, penalties and/or any additional amounts with respect thereto, including (i) a tax that is determined based on the status, action or inaction (including the failure of a Partner or a direct or indirect beneficial owner of the Master Partnership to provide information to eliminate or reduce withholding or other taxes) of a Partner or a direct or indirect beneficial owner of the Master Partnership, or (ii) an "imputed underpayment" within the meaning of Section 6225 of the Internal Revenue Code of 1986, as amended (the "Code"), and any other similar tax, attributable to a Partner or a direct or indirect beneficial owner of the Master Partnership, as determined by Millennium Management in its sole discretion. Certain expenses, including expenses for office space, services, personnel, equipment and software, among other things, incurred by Millennium in connection with the provision of investment management, administrative or other services to Millennium USA and other funds, accounts or third parties or otherwise in connection with the activities of Millennium will be allocated among Millennium USA and the recipients of the services that generate such items of expense. Millennium will seek to allocate such expenses fairly and equitably among Millennium USA and such other recipients based upon certain estimates and assumptions that Millennium believes are reasonable and appropriate, but which may be imprecise and may result in Millennium USA's bearing a larger portion of such expenses than if they were calculated in a different manner. In determining what expenses are allocable to Millennium USA and other funds, accounts or third parties or otherwise in connection with the activities of Millennium, the need to allocate common expenses may present a conflict. Millennium will attempt to mitigate any such conflicts by making allocations and other judgments on a basis that it believes to be fair and reasonable under the circumstances, although it may not be possible to fully or partially mitigate each such conflict, and such conflicts will not necessarily be resolved in favor of the Limited Partners. (See "Related- Party Transactions and Other Accounts; Conflicts; Allocation of Expenses Among Feeder Funds and Other Accounts" in Part Two of this Confidential Memorandum.) Assets of Millennium, including, without limitation, intellectual property developed in connection with services provided to Millennium USA and the Master Partnership, may be utilized in the conduct of other business activities in the sole discretion of Millennium without compensation or reimbursement to Millennium USA, including (without limitation) reimbursement of the costs incurred in the development of such assets, but subject to the appropriate allocation of ongoing expenses in accordance with Millennium's expense allocation policies as in effect from time to time. As described above under "Interests Offered; Terms of the Offering — Allocations of Gains and Losses," at the end of each fiscal year of Millennium USA, or at such other date during a fiscal year as of which the following reallocation is required, 20% of the aggregate Net Capital Appreciation of Millennium USA for the year will be reallocated to Millennium Management as its Incentive Allocation. The Incentive Allocation is calculated on the basis of realized and unrealized gains and losses and after all expenses, including a pro rata portion of the Master Partnership's expenses, as described above, are paid or accrued (See "Interests Offered; Terms of DOC ID- 29147063.5 1-35 CONFIDENTIAL UBSTERRAMAR00003966 EFTA00239298

FOR EXISTING INVESTOR USE ONLY the Offering — Allocations of Gains and Losses" and "Certain Risk Factors Relating to Millennium USA - Incentive Allocation"). Allocation of Gains and Losses A separate capital account will be created on the books of Millennium USA for, and in the amount of, each capital contribution of a Partner. At the end of each Accounting Period' of Millennium USA, any Net Capital Appreciation2 or Net Capital Depreciation; of Millennium USA, after payment of expenses (see "Certain Risk Factors Relating to Millennium USA — Compensation of Millennium Management" and "Fees and Expenses Relating to Millennium USA"), will be tentatively credited or debited to each Partner (including Millennium Management) in proportion to the opening balances of that Partner's capital account for such period (the Partner's "Partnership Percentage"). At the end of each fiscal year of Millennium USA, or at such other date during a fiscal year as of which the following reallocation is required, 20% of the aggregate Net Capital Appreciation of Millennium USA attributable to the Offered Interests tentatively credited to each Limited Partner's capital accounts (excluding, in Millennium Management's discretion, capital accounts of Special Limited Partners4) for the year will be reallocated to the capital accounts of Millennium Management as its "Incentive Allocation." The Net Capital Appreciation upon which the calculation of an Incentive Allocation is based is deemed reduced by the unrecovered balance, if any, in a Limited Partner's "Loss Recovery Account." A Loss Recovery Account is a memorandum account, established for each capital account of a Limited Partner upon its creation, the opening balance of which is zero. At "Accounting Period" means the following periods: each Accounting Period shall commcncc immediately after the close of the inunediately preceding Accounting Period: each Accounting Period shall close at the close of business on the first to occur of (i) the last day of Millennium USA's fiscal quarter (which shall be the calendar quarter). (ii) the date immediately prior to the effective dale of the admission of a new• Partner pursuant to the Partnership Agreement. (iii) the date inunediately prior to the effective date of a Partner's capital contribution pursuant to the Partnership Agreement. (iv) the effective date of any withdrawal by a Partner of capital pursuant to the Partnership Agreement. (v) the date when Millennium USA shall dissolve or (iv) such other date prior to dissolution as Millennium Management may from time to time determine in its discretion pursuant to the Partnership Agreement. "Net Capital Appreciation" means the increase in the value of Millennium USA's net assets. including unrealized gains, from the beginning of each Accounting Period to the end of such Accounting Period (before giving effect to any Investor-Related Taxes accrued or paid during such Accounting Period). 3 "Net Capital Depreciation" means the decrease in the value of Millennium USA's net assets, including unrealized losses, from the beginning of each Accounting Period to the end of such Accounting Period (before giving effect to any Investor-Related Taxes accrued or paid during such Accounting Period). "Special Limited Partner" is defined as any Limited Partner who is a member, officer, director or employee of Millennium USA or the Master Partnership: any other Limited Partner. as determined in the sole discretion of Millennium Management; Millennium Management or any person controlling, controlled by or under common control with it or any member. officer, director or employee of such person (collectively, the foregoing. "Affiliates"); immediate family of Israel A. Englander. the controlling trustee of Millennium GroupManagement LLC (formerly, Millennium International Management GP LLC), the managing member of Millennium Management. or trusts for the benefit of any member thereof: and any Limited Partner that is an entity directly or indirectly controlled by Millennium Management or Affiliates. DOC ID- 29147063.5 1-36 CONFIDENTIAL UBSTERRAMAR00003967 EFTA00239299

FOR EXISTING INVESTOR USE ONLY each date that an Incentive Allocation is to be determined, the balance in each Loss Recovery Account will include the aggregate Net Capital Depreciation since the last date on which a calculation of the Incentive Allocation was made and be reduced, but not beyond zero, by aggregate Net Capital Appreciation since such date. In the event that a Limited Partner with an unrecovered balance in any of its Loss Recovery Accounts withdraws all or a portion of its related capital accounts, the unrecovered balance in such Loss Recovery Accounts will be proportionately reduced. For purposes of determining allocations, including calculating the Incentive Allocation and the balance in a Limited Partner's Loss Recovery Account, any Investor-Related Taxes related to a Limited Partner shall be deemed distributed from the capital account of such Limited Partner to such Limited Partner and shall not be deemed to be expenses that reduce Net Capital Appreciation, increase Net Capital Depreciation or increase the balance of the Loss Recovery Account. In connection with the (i) downsizing of Millennium USA following a Trigger Event, or (ii) dissolution of Millennium USA, reserves for liabilities will be established for the estimated costs of downsizing or liquidating assets and liabilities, such as (without limitation) payments required as severance for personnel, or for termination of advisory or other agreements or contracts or leases, and the like. However, such reserves, and all other related costs and expenses, will be disregarded for the purpose of calculating Net Capital Appreciation or Net Capital Depreciation in determining the amount of the Incentive Allocation. Reserves, and related costs and expenses taken by the Master Partnership will also be reflected on the books of Millennium USA, and similarly disregarded in calculating the Incentive Allocation. Any unused portion of a reserve established in anticipation of possible downsizing or dissolution of Millennium USA that is not expected to be used will be reversed after Millennium Management, in its sole discretion, has determined that the need therefor has ceased. If a Limited Partner withdraws all or a portion of any of its capital accounts other than at the end of a fiscal year, an Incentive Allocation (the "Interim Year Incentive Allocation") with respect to such capital accounts will be determined and allocated to the capital account of Millennium Management on the effective distribution date for the period from the commencement of Millennium USA's fiscal year through the effective date of distribution. The Interim Year Incentive Allocation will be based upon the Net Capital Appreciation allocated to such capital account for the applicable period, prorated for the portion of the capital accounts being withdrawn. The next Incentive Allocation from the capital accounts of the Limited Partner (assuming that such Incentive Allocation is not an additional Interim Year Incentive Allocation) will be allocated to the capital account of Millennium Management as of the end of the fiscal year in which the Interim Year Incentive Allocation occurs and will be calculated as follows: an amount equal to 20% of the aggregate Net Capital Appreciation credited to the capital accounts of the Limited Partner from the commencement of the fiscal year during which the Interim Year Incentive Allocation occurred through the end of the fiscal year (disregarding the Interim Year Incentive Allocation to Millennium Management). The amount of any Incentive Allocation from the capital accounts of a Limited Partner determined under the preceding sentence will be reduced by any Interim Year Incentive Allocation. In no event shall any portion of the Interim Year Incentive Allocation made to Millennium Management be returned to the Limited Partner. Appropriate fiscal year-end adjustments, if required, will be made to the Limited Partner's Loss Recovery Accounts. DOC ID- 29147063.5 1-37 CONFIDENTIAL UBSTERRAMAR00003968 EFTA00239300

FOR EXISTING INVESTOR USE ONLY After an Incentive Allocation has been made from a Limited Partner's capital accounts, such capital accounts that are part of the same class and are subject to the same withdrawal period (other than the capital account established with respect to the initial capital contribution for such class and such withdrawal period of such Limited Partner (the "Initial Capital Account")) will be combined with the Initial Capital Account of such Limited Partner. A capital account of a Limited Partner will not be combined with another capital account to the extent that there is a Loss Recovery Account attributable to it. The Partnership Agreement provides that Millennium Management may amend the provisions of the Partnership Agreement relating to the Incentive Allocation so that it conforms to any applicable requirements of the Securities and Exchange Commission and other regulatory authorities, so long as such amendment does not increase the Incentive Allocation to more than 20% of aggregate Net Capital Appreciation for any fiscal year. In the event that Millennium Management determines that, for tax or regulatory reasons, or any other reasons as to which Millennium Management and any Partner agree, the Partner should not participate in the Net Capital Appreciation or Net Capital Depreciation attributable to trading in any security or type of security or to any other transaction, Millennium Management may allocate the Net Capital Appreciation or Net Capital Depreciation only to the capital accounts of Partners to whom such reasons do not apply, and if appropriate, may establish a separate memorandum account in which only the Partners having an interest in such security, type of security or transaction shall have an interest and Net Capital Appreciation and Net Capital Depreciation for that separate memorandum account will be separately calculated. In addition to the circumstances described under "Millennium USA's Organization, Management, Structure and Operations-Capital Structure," Millennium Management, in its sole and absolute discretion, may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any person, including its affiliates. Outline of the Partnership Agreement The following outline summarizes the material provisions of the Partnership Agreement which are not discussed elsewhere in this Confidential Memorandum. This outline is not definitive, and each prospective purchaser should carefully read the Partnership Agreement in its entirety. Limited Liability. A Limited Partner is liable for debts and obligations of Millennium USA only to the extent of its Interest in Millennium USA in the fiscal year (or portion thereof) to which such debts and obligations are attributable. In order to meet a particular debt or obligation, a Limited Partner or former Limited Partner shall, in the discretion of Millennium Management, be required to make additional contributions or payments up to, but in no event in excess of, the aggregate amount of returns of capital and other amounts actually received by it from Millennium USA during or after the fiscal year to which such debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the earlier of (i) an event of withdrawal (as defined in the Delaware Revised Uniform Limited Partnership Act, as amended (the "Act")) of Millennium Management; provided that Millennium USA will not be dissolved nor required to be wound up in connection with any such event if (A) at the time of the occurrence of DOC ID- 29147063.5 1-38 CONFIDENTIAL UBSTERRAMAR00003969 EFTA00239301

FOR EXISTING INVESTOR USE ONLY such event there is at least one remaining general partner of Millennium USA who is authorized to and does carry on the business of Millennium USA, or (B) within 30 days after the occurrence of such event, Limited Partners having in excess of 50% of the Partnership Percentages of the Limited Partners agree in writing to continue the business of Millennium USA in which case the Limited Partners shall appoint, effective as of the date of such event, one or more additional general partners of Millennium USA; (ii) such time as Millennium Management, in its sole discretion, determines in writing to dissolve Millennium USA; (iii) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or (iv) at any time there are no Limited Partners, unless Millennium USA is continued without dissolution pursuant to the Act. On dissolution of Millennium USA, withdrawals will be terminated and no further business will be done except the completion of incomplete transactions and the taking of such action as will be necessary for the winding up of the affairs of Millennium USA and the distribution of its assets. In connection with the dissolution of Millennium USA, reserves for liabilities will be established for the estimated costs of liquidating assets and liabilities, such as (without limitation) payments required as severance for personnel, or for termination of advisory or other agreements or contracts or leases, and the like. However, such reserves, and all other related costs and expenses, will be disregarded for the purpose of calculating Net Capital Appreciation or Net Capital Depreciation in determining the amount of the Incentive Allocation. Reserves, and related costs and expenses, taken by the Master Partnership will also be reflected on the books of Millennium USA, and treated similarly in calculating the Incentive Allocation. Any unused portion of a reserve established in anticipation of dissolution of Millennium USA that is not expected to be used will be reversed after Millennium Management, in its sole discretion, has determined that the need therefor has ceased. Capital Accounts. A separate capital account will be established on the books of Millennium USA for, and in the amount of, each capital contribution made by each Partner. A Partnership Percentage is determined for each Partner for each Accounting Period by dividing its capital accounts as of the beginning of such Accounting Period by the aggregate capital accounts of all Partners as of the beginning of such Accounting Period. Each Limited Partner's capital account is increased to reflect its share of Net Capital Appreciation, and is decreased to reflect withdrawals of capital, distributions and such Partner's share of Net Capital Depreciation. Additional Capital Contributions. With the prior approval of Millennium Management (which approval may be withheld for any reason or no reason), a Limited Partner may make additional capital contributions to Millennium USA at such time as Millennium Management may permit. Additional contributions by an existing Limited Partner will be subject to a new withdrawal period based on the class of Interest purchased and will be placed in a separate capital account. The Net Capital Appreciation and Net Capital Depreciation attributable to a Limited Partner's capital account for one class of Interest will not be aggregated with, or offset by, the Net Capital Appreciation and Net Capital Depreciation attributable to any other capital account held by the Limited Partner with respect to a different class of Interest. DOC ID- 29147063.5 1-39 CONFIDENTIAL UBSTERRAMAR00003970 EFTA00239302

FOR EXISTING INVESTOR USE ONLY Management. The management of Millennium USA is vested exclusively in Millennium Management. Valuation of Partnership Assets. Millennium USA's assets are valued by Millennium Management in accordance with the terms of the Partnership Agreement. Liabilities; Reserves. The liabilities of Millennium USA will be determined in accordance with GAAP, applied on a consistent basis, except as described below. Millennium Management may also at any time or times establish reserves (whether or not in accordance with GAAP) for estimated or accrued expenses, liabilities or contingencies, including in connection with the dissolution of Millennium USA or any downsizing of Millennium USA following a Trigger Event. If reserves are established that are not in accordance with GAAP, they will be treated in the same manner as reserves that are in accordance with GAAP, i.e., in the period in which they are taken they will be treated as an expense of Millennium USA (and will reduce the net assets of Millennium USA), and, if and to the extent that they are subsequently reversed they will be taken into income in the period of such reversal (and will to that extent increase the net assets of Millennium USA). Death Disability, etc. of a Limited Partner. In the event of the death, disability, adjudication of incompetency, bankruptcy, termination or dissolution of a Limited Partner, such Limited Partner or its personal representative (as defined in the Act) will be permitted to withdraw from Millennium USA as of the next occurring date on IA hi ch the Limited Partner could have withdrawn without regard to such death, disability, adjudication of incompetency, bankruptcy, termination or dissolution. Unless and until notice of withdrawal is properly given and such withdrawal occurs, the capital accounts of such Limited Partner will continue at the risk of Millennium USA's business until the effective date of the withdrawal or the earlier termination of Millennium USA. Assignability of Partner's Interest. Without the prior written consent of Millennium Management, which may be withheld in its sole discretion, a Partner may not (i) pledge, transfer or assign its Interest in Millennium USA in whole or in part to any person except by operation of law or (ii) substitute for itself as a Partner any other person. Admission of New Partners. Additional general partners and Limited Partners may, with the consent of Millennium Management, be admitted to Millennium USA at any time. Each new Partner is required to execute an agreement pursuant to which it becomes bound by the terms of the Partnership Agreement. Variation of Terms. Millennium Management may enter into a written agreement with a Limited Partner governing the following terms, among others: (i) the payment by such Limited Partner of a fee to Millennium Management in connection with the admission or the withdrawal from Millennium USA of such Limited Partner (which fee may, in Millennium Management's sole discretion, be paid to Millennium Management or such other persons as Millennium Management determines); (ii) the application of a lower or a higher performance-based percentage allocation than the Incentive Allocation to the capital accounts of such Limited Partner, (iii) the application of withdrawal and distribution arrangements that vary from those applicable to other Limited Partners; and (iv) the application of death, disability, bankruptcy or withdrawal arrangements that vary from those applicable to other Limited Partners. However, as noted above under "Millennium USA's Organization, Management, Structure, and Operations," Millennium USA does not generally enter DOC ID- 29147063.5 1-40 CONFIDENTIAL UBSTERRAMAR00003971 EFTA00239303

FOR EXISTING INVESTOR USE ONLY into contractual arrangements or undertakings providing for withdrawal rights materially different from those generally available to the same class (subject to exceptions in order to address legal, regulatory, tax or similar requirements applicable to certain investors and in connection with deferred compensation arrangements described under "Certain Risk Factors Relating to Millennium USA — Investment in the Master Partnership by Millennium Management and its Affiliates and Portfolio Managers"). Amendments to Partnership Agreement. The Partnership Agreement may be modified or amended at any time by the written approval of Partners having in excess of 50% of the Partnership Percentages of the Limited Partners and the written approval of Millennium Management. Without the approval of the other Partners, however, Millennium Management may amend the Partnership Agreement to (i) reflect changes validly made in the membership of Millennium USA and the capital contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation so that such provisions conform to any applicable requirements of the SEC and other regulatory authorities, so long as such amendment does not increase the Incentive Allocation to more than 20% of aggregate Net Capital Appreciation for any fiscal year; (iii) reflect a change in the name of Millennium USA; (iv) make a change that is necessary or, in the opinion of Millennium Management, advisable to qualify Millennium USA as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state, or ensure that Millennium USA is not classified as an association taxable as a corporation or treated as a publicly traded partnership taxable as a corporation for Federal tax purposes; (v) make a change that does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or desirable to cure any ambiguity, to correct or supplement any provision in the Partnership Agreement that is inconsistent with any other provision in the Partnership Agreement, or to change any other provision with respect to matters or questions arising under the Partnership Agreement that is not inconsistent with the provisions of the Partnership Agreement, in each case so long as such change does not adversely affect the Limited Partners; (vii) make a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state statute, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (viii) make a change that is required or contemplated by the Partnership Agreement; (ix) make a change in any provision of the Partnership Agreement that requires any action to be taken by or on behalf of Millennium Management or Millennium USA pursuant to the requirements of applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (x) prevent Millennium USA or Millennium Management from being deemed in any manner an "Investment Company" subject to the provisions of the Investment Company Act; (xi) reflect the terms of the issuance of new classes (or combination of classes or conversion of one class into another class) of Interests so long as such amendment does not adversely affect the terms of the other classes of Interests in any material respect; or (xii) make any other amendments similar to the foregoing. Each Partner, however, must consent to any amendment which would (a) reduce its capital accounts or rights of contribution or withdrawal; or (b) amend the provisions of the Partnership Agreement relating to amendments. Reports to Partners. Millennium Management generally expects to provide Limited Partners with access to monthly investor balances and quarterly statements. Quarterly information will include an unaudited balance sheet and statement of operations of Millennium USA and an unaudited statement of changes in individual partner's capital from the end of the previous quarter DOC ID- 29147063.5 1-41 CONFIDENTIAL UBSTERRAMAR00003972 EFTA00239304

FOR EXISTING INVESTOR USE ONLY for such Limited Partner. Millennium Management will also provide an annual unaudited statement of changes in individual partner's capital and annual audited financial statements of Millennium USA. All information is available via a secure website. It should also be noted that Millennium Management and its affiliates reserve the right to provide, and may on occasion provide, certain additional information to Limited Partners who request such information. For instance, Millennium Management and its affiliates generally make their representatives available to answer questions from investors concerning Millennium USA, including with respect to the investments of Millennium USA. During those conversations, certain investors may receive information and reporting that other investors may not receive, and such information may affect an investor's decisions regarding Millennium USA. Exculpation. The Partnership Agreement provides that none of Millennium Management or its affiliates will be liable to any Limited Partner or Millennium USA for mistakes of judgment or for action or inaction which said person reasonably believed to be legally permissible and not contrary to the best interests of Millennium USA, or for losses due to such mistakes, action or inaction or to the negligence, dishonesty or bad faith of any employee, broker or other agent of Millennium USA; provided that such employee, broker or agent was selected, engaged or retained by Millennium USA with reasonable care. Millennium Management and its affiliates may consult with counsel, accountants and/or other experts in respect of Millennium USA's affairs and be filly protected and justified in any action or inaction which is taken in good faith in accordance with the advice or opinion of such counsel, accountants and/or other experts; provided that they were selected with reasonable care. The exculpation provisions of the Partnership Agreement will not be construed so as to provide for the exculpation of Millennium Management or its affiliates for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such exculpation would be in violation of applicable law, but will be construed so as to effectuate such provisions to the fullest extent permitted by law. Indemnification of General Partners. The Partnership Agreement provides that Millennium USA will indemnify and hold harmless Millennium Management, its affiliates and its and their respective personal representatives (as defined in the Act) (each an "Indemnified Party"), to the fullest extent permitted by law, from and against any loss or expense suffered or sustained by an Indemnified Party by reason of the fact that it is or was an Indemnified Party, including, without limitation any judgment, settlement, reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding provided that such loss or expense resulted from a mistake of judgment on the part of an Indemnified Party, or from action or inaction that said Indemnified Party reasonably believed to be legally permissible and not contrary to the best interests of Millennium USA. Millennium USA will, in the sole discretion of Millennium Management, advance to any Indemnified Party, reasonable attorney's fees and other costs and expenses incurred in connection with the defense of any action or proceeding that arises out of such conduct. The Indemnified Parties will agree that in the event an Indemnified Party receives any such advance, such Indemnified Party will reimburse Millennium USA for such fees, costs and expenses to the extent it is determined that it was not entitled to indemnification. DOC ID- 29147063.5 1-42 CONFIDENTIAL UBSTERRAMAR00003973 EFTA00239305

FOR EXISTING INVESTOR USE ONLY The indemnification provisions of the Partnership Agreement will not be construed so as to provide for the indemnification of an Indemnified Party for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate such provisions to the fullest extent permitted by law. Required Notifications. Under the terms of the Partnership Agreement, each Limited Partner agrees to notify Millennium Management promptly if there is any change with respect to any information or representations made by such Limited Partner in the subscription documents submitted by or on behalf of such Limited Partner in connection with (i) its acquisition of an Interest or (ii) any additional capital contributions made by such Limited Partner. Certain Tax Matters Relating to an Investment in Millennium USA The following is a summary of certain aspects of the income taxation of Millennium USA and its Partners which should be considered by a Limited Partner. Millennium USA has not sought a ruling from the Internal Revenue Service (the "Service") or any other federal, state or local agency with respect to any of the tax issues affecting Millennium USA, nor has it obtained an opinion of counsel with respect to any federal tax issues other than the characterization of Millennium USA and the Master Partnership as partnerships for federal tax purposes. This summary of certain aspects of the federal income tax treatment of Millennium USA is based upon the Internal Revenue Code of 1986, as amended (the "Code"), judicial decisions, Treasury Regulations (the "Regulations") and rulings in existence on the date hereof, all of which are subject to change. This summary does not discuss the impact of various proposals to amend the Code or non-U.S. tax laws, which could change certain of the tax consequences of an investment in Millennium USA. This summary also does not discuss all of the tax consequences that may be relevant to a particular investor or to certain investors subject to special treatment under the federal income tax laws, such as insurance companies. EACH PROSPECTIVE LIMITED PARTNER SHOULD CONSULT WITH ITS OWN TAX ADVISOR IN ORDER TO FULLY UNDERSTAND THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES OF AN INVESTMENT IN MILLENNIUM USA. In addition to the particular matters set forth in this section, tax-exempt organizations should review carefully those sections of this Confidential Memorandum regarding liquidity and other financial matters to ascertain whether the investment objectives of Millennium USA are consistent with their overall investment plans. Each prospective tax-exempt Limited Partner is urged to consult its own counsel regarding the acquisition of Interests. Tax Treatment of Partnership Operations Classification of Millennium USA and the Master Partnership. Each of Millennium USA and the Master Partnership has received an opinion of Schulte Roth & Zabel LLP, its counsel, that under the provisions of the Code and the Regulations, as in effect on the date of the opinion, as well as under the relevant authority interpreting the Code and the Regulations, and based upon DOC ID- 29147063.5 1-43 CONFIDENTIAL UBSTERRAMAR00003974 EFTA00239306

FOR EXISTING INVESTOR USE ONLY certain representations of Millennium Management, it will be classified as a partnership for federal tax purposes and not as an association taxable as a corporation. Schulte Roth & Zabel LLP has also rendered its opinion, based upon the respective anticipated operations of Millennium USA and the Master Partnership as well as certain representations of Millennium Management, that neither Millennium USA nor the Master Partnership will be treated as a "publicly traded partnership" taxable as a corporation. Unless otherwise indicated, references in the following discussion to the tax consequences of Millennium USA investments, activities, income, gain and loss, include the direct investments, activities, income, gain and loss of Millennium USA, and those indirectly attributable to Millennium USA as a result of it being a partner of the Master Partnership. As a partnership, Millennium USA generally is not itself subject to federal income tax. (See, however, "Tax Elections; Returns; Tax Audits" below.) Millennium USA files an annual partnership information return with the Service which reports the results of operations. Each Partner is required to report separately on its income tax return its distributive share of Millennium USA's net long-term capital gain or loss, net short-term capital gain or loss and all other items of ordinary income or loss. Each Partner is taxed on its distributive share of Millennium USA's taxable income and gain regardless of whether it has received or will receive a distribution from Millennium USA. Allocation of Profits and Losses. Under the Partnership Agreement, Millennium USA's net capital appreciation or net capital depreciation for each accounting period is allocated among the Partners and is debited or credited to their capital accounts. The Partnership Agreement provides that items of income, deduction, gain, loss or credit for each fiscal year generally are to be allocated for income tax purposes among the Partners pursuant to the principles of Regulations issued under Sections 704(b) and 704(c) of the Code, based upon amounts of Millennium USA's net capital appreciation or net capital depreciation allocated to each Partner's capital account. There can be no assurance however, that the particular methodology of allocations used by Millennium USA will be accepted by the Service. If such allocations are successfully challenged by the Service, the allocation of Millennium USA's tax items among the Partners may be affected. Under the Partnership Agreement, Millennium Management has the discretion to allocate specially an amount of Millennium USA's ordinary income and/or capital gain (including short- term capital gain) and deductions, ordinary loss and/or capital loss (including long-term capital loss) for federal income tax purposes to a withdrawing Partner to the extent that the Partner's capital account exceeds, or is less than, as the case may be, its federal income tax basis in its Interests. There can be no assurance that, if Millennium Management makes any such special allocations, the Service will accept such allocations. If such allocations are successfully challenged by the Service, Millennium USA's tax items allocable to the remaining Partners would be affected. Tax Elections; Returns; Tax Audits. The Code generally provides for optional adjustments to the basis of partnership property upon distributions of partnership property to a partner and transfers of partnership interests (including by reason of death) provided that a partnership election has been made pursuant to Section 754. Under the Partnership Agreement, Millennium Management, in its sole discretion, may cause Millennium USA to make such an election. Any DOC ID- 29147063.5 1-44 CONFIDENTIAL UBSTERRAMAR00003975 EFTA00239307

FOR EXISTING INVESTOR USE ONLY such election, once made, cannot be revoked without the Service's consent. The actual effect of any such election may depend upon whether the Master Partnership also makes such an election. As a result of the complexity and added expense of the tax accounting required to implement such an election, Millennium Management presently does not intend to make such election. Millennium Management decides how to report the partnership items on Millennium USA's tax returns. In certain cases, Millennium USA may be required to file a statement with the Service disclosing one or more positions taken on its tax return, generally where the tax law is uncertain or a position lacks clear authority. All Partners are required under the Code to treat the partnership items consistently on their own returns, unless they file a statement with the Service disclosing the inconsistency. Given the uncertainty and complexity of the tax laws, it is possible that the Service may not agree with the manner in which Millennium USA's items have been reported. In the event the income tax returns of Millennium USA are audited by the Service, the tax treatment of Millennium USA's income and deductions generally is determined at the limited partnership level in a single proceeding rather than by individual audits of the Partners. Millennium Management, or such other person designated by Millennium Management to serve as Millennium USA's partnership representative in the event of an audit by the Service, has considerable authority to make decisions affecting the tax treatment of all Partners, including extending the statute of limitations with respect to Millennium USA items and settling any such audit. An audit adjustment to Millennium USA's tax return for any tax year beginning after 2017 (a "Prior Year") could result in a tax liability (including interest and penalties) imposed on Millennium USA for the year during which the adjustment is determined (the "Current Year"). The tax liability generally is determined by using the highest tax rates under the Code applicable to U.S. taxpayers although Millennium USA may be able to use a lower rate to compute the tax liability by taking into account (to the extent it is the case and the implementing rules permit) that Millennium USA has certain tax exempt and foreign partners. Alternatively, Millennium USA may be able to elect with the Service to pass through such adjustments for any year to the partners who participated in Millennium USA for the Prior Year, in which case each Prior Year participating partner, and not Millennium USA, would be responsible for the payment of any tax deficiency, determined after including its share of the adjustments on its tax return for that year. If such an election is made by Millennium USA, interest on any deficiency will be at a rate that is two percentage points higher than the otherwise applicable interest rate on tax underpayments. If such an election is not made, Current Year partners may bear the tax liability (including interest and penalties) arising from audit adjustments at significantly higher rates and in amounts that are unrelated to their Prior Year economic interests in the partnership items that were adjusted. Similar principles apply to audits of the Master Partnership. A pass-through election may be effected through partnership tiers, whereby each partnership in the chain generally may choose to either pay the tax directly or push it out to its own partners (e.g., from the Master Partnership to Millennium USA and then to Millennium USA's Prior Year participating partners). Mandatory Basis Adjustments. Millennium USA is generally required to adjust its tax basis in its assets in respect of all Partners in cases of partnership distributions that result in a "substantial basis reduction" (Le., in excess of $250,000) in respect of Millennium USA's property. Millennium USA is also required to adjust its tax basis in its assets in respect of a transferee, in the case of a sale or exchange of an Interest, or a transfer upon death, when there DOC ID- 29147063.5 1-45 CONFIDENTIAL UBSTERRAMAR00003976 EFTA00239308

FOR EXISTING INVESTOR USE ONLY exists immediately after the transfer a "substantial built-in loss" (i.e., in excess of $250,000) in respect of partnership property or the transferee would be allocated a loss of more than $250,000 upon a disposition of all of the partnership's assets at fair market value. For this reason, Millennium USA will require (i) a Partner who receives a distribution from Millennium USA in connection with a complete withdrawal, (ii) a transferee of an Interest (including a transferee in case of death) and (iii) any other Partner in appropriate circumstances to provide Millennium USA with information regarding its adjusted tax basis in its Interest. The Master Partnership has a similar tax basis adjustment obligation with respect to distributions by, and sales or transfers of interests in, the Master Partnership. Tax Consequences to a Withdrawing Limited Partner A Limited Partner receiving a cash liquidating distribution from Millennium USA, in connection with a complete withdrawal from Millennium USA, generally will recognize capital gain or loss to the extent of the difference between the proceeds received by such Limited Partner and such Limited Partner's adjusted tax basis in its Interest. Such capital gain or loss will be short- term, long-term or some combination of both, depending upon the timing of the Limited Partner's contributions to Millennium USA. However, a withdrawing Limited Partner will recognize ordinary income to the extent such Limited Partner's allocable share of Millennium USA's "unrealized receivables" exceeds the Limited Partner's basis in such unrealized receivables (as determined pursuant to the Regulations). For these purposes, accrued but untaxed market discount, if any, on securities held by Millennium USA will be treated as an unrealized receivable, with respect to which a withdrawing Limited Partner would recognize ordinary income. A Limited Partner receiving a cash nonliquidating distribution will recognize income in a similar manner only to the extent that the amount of the distribution exceeds such Limited Partner's adjusted tax basis in its Interest. As discussed above, the Partnership Agreement provides that Millennium Management may specially allocate items of Millennium USA ordinary income and/or capital gain (including short-term capital gain) and deductions, ordinary loss and/or capital loss (including long-term capital loss) to a withdrawing Partner to the extent its capital account would otherwise exceed or be less than, as the case may be, its adjusted tax basis in its Interest. Such a special allocation of income or gain may result in the withdrawing Partner recognizing ordinary income and/or capital gain, which may include short-term capital gain, in the Partner's last taxable year in Millennium USA, thereby reducing the amount of long-term capital gain recognized during the tax year in which it receives its liquidating distribution upon withdrawal. Such a special allocation of deduction or loss may result in the withdrawing Partner recognizing ordinary loss and/or capital loss, which may include long-term capital loss, in the Partner's last taxable year in Millennium USA, thereby reducing the amount of short-term capital loss recognized during the tax year in which it receives its liquidating distribution upon withdrawal. Distributions of Property. A partner's receipt of a distribution of property from a partnership is generally not taxable. However, under Section 731 of the Code, a distribution consisting of marketable securities generally is treated as a distribution of cash (rather than property) unless the distributing partnership is an "investment partnership" within the meaning of Section 731(cX3XC)(i) and the recipient is an "eligible partner" within the meaning of Section 731(c)(3XCXiii). Millennium USA will determine at the appropriate time whether it qualifies as DOC ID- 29147063.5 1-46 CONFIDENTIAL UBSTERRAMAR00003977 EFTA00239309

FOR EXISTING INVESTOR USE ONLY an "investment partnership." Assuming it so qualifies, if a Limited Partner is an "eligible partner," which term should include a Limited Partner whose contributions to Millennium USA consisted solely of cash, the rule treating a distribution of property as a distribution of cash would not apply. Tax Treatment ofMillennium USA Investments In General. The Master Partnership is engaged in a trade or business as a trader in securities and commodities. The Master Partnership has elected to report its income from sales of securities and commodities held in connection with such trade or business on a "mark-to-market" basis for Federal income tax purposes. Under this accounting method, (i) gains or losses recognized by the Master Partnership upon an actual disposition of securities and commodities held in connection with such trade or business are treated as ordinary income or loss and (ii) any such securities and commodities held by the Master Partnership on the last day of each taxable year are treated as if they were sold by the Master Partnership for their fair market value on that day, and gains or losses recognized on this deemed sale will be treated as ordinary income or loss. For purposes of measuring gain or loss with respect to any such security or commodity in any subsequent year, the amount of any gain or loss previously recognized under the mark-to-market rules is taken into account in determining the tax basis for the security or commodity. The Master Partnership is required to identify any securities and commodities that are not held in connection with such trade or business on the day such securities or commodities are acquired. If the Master Partnership fails to properly identify a security or commodity that is not held in connection with such trade or business, the Service may require the Master Partnership to recognize "mark-to-market" gains on such security or commodity as ordinary income at the end of each taxable year, but defer recognition of any "mark-to-market" losses, to the extent they exceed gains previously recognized with respect to such security or commodity, until the security or commodity is sold. Moreover, there can be no assurance that the Service will agree that the Master Partnership's securities and commodities activities will constitute trading rather than investing, in which case the Master Partnership may not be able to mark-to-market its positions. Millennium USA has also made a similar "mark-to-market" election described above. The Master Partnership may realize ordinary income from dividends and accruals of interest on securities. Income or loss from transactions involving certain derivative instruments, such as swap transactions, will also generally constitute ordinary income or loss. As described below, gain or loss from certain "Section 1256 Contracts" (defined below) held in connection with the securities trading activities will be treated as capital gain or loss. To the extent positions are treated as held for investment by Millennium USA or the Master Partnership, they would not be subject to the "mark-to-market" election described above. Gains and losses on such investment positions would be realized on the sale of the positions and would generally be capital gains and losses. Capital gains and losses recognized by Millennium USA or the Master Partnership may be long-term or short-term depending, in general, upon the length of time Millennium USA or the Master Partnership maintains a particular investment position and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. DOC ID- 29147063.5 1-47 CONFIDENTIAL UBSTERRAMAR00003978 EFTA00239310

FOR EXISTING INVESTOR USE ONLY The income tax rate for corporations is 21%. Capital losses of a corporate taxpayer may be offset only against capital gains, but unused capital losses may be carried back three years (subject to certain limitations) and carried forward five years. The maximum ordinary income tax rate for individuals is 37%5 and, in general, the maximum individual income tax rate for "Qualified Dividends"' and long-term capital gains is 20% (unless the taxpayer elects to be taxed at ordinary rates - see "Limitation on Deductibility of Interest and Short Sale Expenses" below). The excess of capital losses over capital gains may be offset against the ordinary income of an individual taxpayer, subject to an annual deduction limitation of $3,000. Capital losses of an individual taxpayer may generally be carried forward to succeeding tax years to offset capital gains and then ordinary income (subject to the $3,000 annual limitation). (See, however, "Limitation on Deductibility of Net Losses" below.) An individual may be entitled to deduct up to 20% of such individual's "qualified business income" each year. However, it is not anticipated that income from Millennium USA will constitute qualified business income, except to the extent of certain ordinary income dividends received from real estate investment trusts or income from investments, if any, in partnerships conducting certain trades or businesses. In addition, individuals, estates and trusts are subject to a Medicare tax of 3.8% on net investment income ("NIP') (or undistributed NII, in the case of estates and trusts) for each such taxable year, with such tax applying to the lesser of such income or the excess of such person's adjusted gross income (with certain adjustments) over a specified amount.? NII includes net income from interest, dividends, annuities, royalties and rents and net gain attributable to the disposition of investment property. It is generally anticipated that net income and gain attributable to an investment in Millennium USA will be included in an investor's NII subject to this Medicare tax. However, the calculation of NII for purposes of the Medicare tax and taxable income for purposes of the regular income tax may be different. Furthermore, the Medicare tax and the regular income tax may be due in different taxable years with respect to the same income. The application of the tax (and the availability of particular elections is quite complex. Investors are urged to consult their tax advisors regarding the consequences of these rules in respect of their investments. Certain Section 1256 Contracts. A Section 1256 Contract includes certain futures contracts, and certain other contracts. With respect to any Section 1256 Contracts which are not treated as "commodities" for purposes of Section 475, gains and losses from such Section 1256 Contracts are marked to market annually, and generally are characterized as short-term capital gains or losses to the extent of 40% thereof and as long-term capital gains or losses to the extent of 60% thereof. Gains and losses from Section 1256 Contracts will be treated as ordinary income and losses, if such Section 5 The maximum rate for ordinary income for individuals is scheduled to increase to 39.6% in 2026. 6 A "Qualified Dividend" is generally a dividend front certain domestic corporations. and from certain foreign corporations that am either eligible for the benefits of a comprehensive income tax treaty with the United States or are readily tradable on an established securities market in the United States. Shams must be held for certain holding periods in order for a dividend thereon to be a Qualified Dividend. The amount is $250,000 for married individuals filing jointly. $125,000 for married individuals filing separately. $200.000 for other individuals and the dollar amount at which the highest income tax bracket for estates and mists begins. DOC ID- 29147063.5 1-48 CONFIDENTIAL UBSTERRAMAR00003979 EFTA00239311

FOR EXISTING INVESTOR USE ONLY 1256 Contracts are held to hedge property which would generate ordinary loss if sold at a loss or if such Section 1256 Contracts are held by the Master Partnership in connection with the commodities trade or business. If an individual taxpayer incurs a net capital loss for a year, the portion thereof, if any, which consists of a net loss on such Section 1256 Contracts may, at the election of the taxpayer, be carried back three years. Losses so carried back may be deducted only against net capital gain to the extent that such gain includes gains on Section 1256 Contracts. A Section 1256 Contract does not include a "securities futures contract" or any option on such a contract, other than a "dealer securities futures contract." Generally, a "securities futures contract" is a contract of sale for future delivery of a single security or a narrow-based security index. A "dealer securities futures contract" is treated as a Section 1256 Contract. A "dealer securities futures contract" is a securities futures contract, or an option to enter into such a contract, that (1) is entered into by a dealer (or, in the case of an option, is purchased or granted by the dealer) in the normal course of its trade or business activity of dealing in the contracts and (2) is traded on a qualified board of trade or exchange. Mixed Straddle Election. The Code allows a taxpayer to elect to offset gains and losses from positions which are part of a "mixed straddle." A "mixed straddle" is any straddle in which one or more but not all positions are Section 1256 Contracts. Pursuant to Temporary Regulations, Millennium USA may be eligible to elect to establish one or more mixed straddle accounts for certain of its mixed straddle trading positions. The mixed straddle account rules require a daily "marking to market" of all open positions in the account and a daily netting of gains and losses from positions in the account. At the end of a taxable year, the annual net gains or losses from the mixed straddle account are recognized for tax purposes. The application of the Temporary Regulations' mixed straddle account rules is not entirely clear. Therefore, there is no assurance that a mixed straddle account election by Millennium USA will be accepted by the Service. Effect of Straddle Rules on Limited Partners' Securities Positions. The Service may treat certain positions in securities held (directly or indirectly) by a Partner and its indirect interest in similar securities held by Millennium USA as "straddles" for federal income tax purposes. Investors should consult their tax advisors regarding the application of the "straddle" rules to their investment in Millennium USA. Limitation on Deductibility of Interest and Short Sale Expenses. For noncorporate taxpayers, Section 163(d) of the Code limits the deduction for "investment interest" (i.e., interest or short sale expenses for "indebtedness properly allocable to property held for investment"). Investment interest is not deductible in the current year to the extent that it exceeds the taxpayer's "net investment income," consisting of net gain and ordinary income derived from investments in the current year less certain directly connected expenses (other than interest or short sale expenses). For this purpose, Qualified Dividends and long-term capital gains are excluded from net investment income unless the taxpayer elects to pay tax on such amounts at ordinary income tax rates. For purposes of this provision, Millennium USA's activities (other than certain activities that are treated as "passive activities" under Section 469 of the Code) will be treated as giving rise to investment income for a Limited Partner (other than a Limited Partner who materially participates in Millennium USA's trade or business activities), and the investment interest DOC ID- 29147063.5 1-49 CONFIDENTIAL UBSTERRAMAR00003980 EFTA00239312

FOR EXISTING INVESTOR USE ONLY limitation would apply to a noncorporate Limited Partner's share of the interest and short sale expenses attributable to Millennium USA's operation. Such noncorporate Limited Partner would be denied a deduction for all or part of that portion of its distributive share of Millennium USA's ordinary losses attributable to interest and short sale expenses unless it had sufficient investment income from all sources including Millennium USA. A Limited Partner that could not deduct losses currently as a result of the application of Section 163(d) would be entitled to carry forward such losses to future years, subject to the same limitation. The investment interest limitation would also apply to interest paid by a noncorporate Limited Partner on money borrowed to finance its investment in Millennium USA. Potential investors are advised to consult with their own tax advisors with respect to the application of the investment interest limitation in their particular tax situations. Limitation on Deductibility of Business Interest Expense. Section 163(j) of the Code limits the deduction of business interest expense attributable to a trade or business generally to the sum of the taxpayer's (x) business interest income and (y) 30% of adjusted taxable income relating to a trade or business (calculated by excluding business interest expense and business interest income). Any business interest expense not deductible pursuant to the foregoing limitation is treated as business interest expense of the taxpayer that carries forward to succeeding taxable years, subject to the same limitation. For these purposes, Limited Partners such as noncorporate taxpayers for whom the investment interest rules apply in respect of their interest in Millennium USA (see "Limitation on Deductibility of Interest and Short Sale Expenses" above) generally are not expected to be subject to the business interest expense limitations determined by Millennium USA. The determination of what constitutes business interest expense in respect of Millennium USA's operations is determined at the partnership level. As described above, Millennium USA expects to be a trader in securities, in which case the foregoing limitations are initially calculated at the Millennium USA level. To the extent the limitation at the Millennium USA level applies to reduce the business interest expense deductible for a year, such excess shall carry forward to succeeding years and, subject to certain limitations, may be deducted by the Limited Partner to the extent Millennium USA has sufficient excess taxable income that was not offset by business interest expense in such year. Any amount not utilized will form part of the investor's adjusted basis in its interest in Millennium USA only at the time of disposition of such interest. Potential investors are advised to consult with their own tax advisors with respect to the application of the business interest expense limitation to their particular tax situations. Deductibility of Millennium USA Investment Expenditures and Certain Other Expenditures. Investment expenses (e.g., investment advisory fees) of an individual, trust or estate are not deductible. For taxable years beginning after 2025, such expenses would be deductible only to the extent they exceed 2% of adjusted gross income, would be further restricted in their deductibility for individuals with an adjusted gross income in excess of a specified amount and would not be deductible in calculating alternative minimum tax liability. Pursuant to Temporary Regulations issued by the Treasury Department, these limitations on deductibility should not apply to a noncorporate Limited Partner's share of the expenses of the Master Partnership to the extent that the Master Partnership is engaged, as it expects to be, in a trade or business within the meaning of the Code. However, there can be no assurance that the Service may not treat such expenses as investment expenses which are subject to the limitations. DOC ID- 29147063.5 1-50 CONFIDENTIAL UBSTERRAMAR00003981 EFTA00239313

FOR EXISTING INVESTOR USE ONLY In addition, these limitations may apply to certain expenses of the Master Partnership and Millennium USA, the fee to the Administrator and payments made on certain derivative instruments to the extent allocable to activities, if any, that are not part of the Master Partnership's or Millennium USA's trade or business (including investments, if any, in partnerships that are not managed by Millennium Management or its affiliates, or investments that are treated as held for investment). The consequences of these limitations will vary depending upon the particular tax situation of each taxpayer. Accordingly, noncorporate Limited Partners should consult their tax advisors with respect to the application of these limitations. A Limited Partner will not be allowed to deduct syndication expenses, including placement fees paid by such Limited Partner or Millennium USA. Any such amounts will be included in the Limited Partner's adjusted tax basis for its Interest. Application of Rules for Income and Losses from Passive Activities. The Code restricts the deductibility of losses from a "passive activity" against certain income which is not derived from a passive activity. This restriction applies to individuals, personal service corporations and certain closely held corporations. Pursuant to Temporary Regulations issued by the Treasury Department, income or loss from Millennium USA's securities investment and trading activity generally will not constitute income or loss from a passive activity. Therefore, passive losses from other sources generally could not be deducted against a Limited Partner's share of such income and gain from Millennium USA. Income or loss attributable to certain activities of Millennium USA, including investments in partnerships engaged in certain trades or businesses may constitute passive activity income or loss. Limitation on Deductibility of Net Losses. In the case of a noncorporate taxpayer, any net business loss for any taxable year beginning during the period 2018 through 2025 may not be used to offset nonbusiness income in excess of $250,000 ($500,000 in the case of a married couple filing jointly). To the extent Millennium USA is considered to be a trader in securities, as it expects to be, any net loss from Millennium USA may, therefore, be unavailable to offset investment income earned by a Limited Partner, including investment income earned outside of Millennium USA. Any disallowed loss will carry forward and may, subject to certain limitations, be used to reduce taxable income earned by such Limited Partner in future years. Any trading losses incurred by a partnership in which Millennium USA invests will be subject to the same limitations when allocated to a noncorporate Limited Partner. Application of Basis and "At Risk" Limitations on Deductions. The amount of any loss of Millennium USA that a Limited Partner is entitled to include in its income tax return is limited to its adjusted tax basis in its Interest as of the end of Millennium USA's taxable year in which such loss occurred. Generally, a Limited Partner's adjusted tax basis for its Interest is equal to the amount paid for such Interest, increased by the sum of (i) its share of Millennium USA's liabilities, as determined for federal income tax purposes, and (ii) its distributive share of Millennium USA's realized income and gains, and decreased (but not below zero) by the sum of (i) distributions (including decreases in its share of Millennium USA liabilities) made by Millennium USA to such Limited Partner and (ii) such Limited Partner's distributive share of Millennium USA's realized losses and expenses. DOC ID- 29147063.5 1-51 CONFIDENTIAL UBSTERRAMAR00003982 EFTA00239314

FOR EXISTING INVESTOR USE ONLY Similarly, a Limited Partner that is subject to the "at risk" limitations (generally, noncorporate taxpayers and closely held corporations) may not deduct losses of Millennium USA to the extent that they exceed the amount such Limited Partner has "at risk" with respect to its Interest at the end of the year. The amount that a Limited Partner has "at risk" will generally be the same as its adjusted basis as described above, except that it will generally not include any amount attributable to liabilities of Millennium USA or any amount borrowed by the Limited Partner on a non-recourse basis. Losses denied under the basis or "at risk" limitations are suspended and may be carried forward in subsequent taxable years, subject to these and other applicable limitations. "Phantom Income" From Millennium USA Investments. Pursuant to various "anti- deferral" provisions of the Code (the "Subpart F" and "passive foreign investment company" provisions), investments (if any) by Millennium USA in certain foreign corporations may cause a Limited Partner to recognize taxable income prior to Millennium USA's receipt of distributable proceeds. U.S. Withholding Taxes Certain interest, dividends and "dividend equivalent payments" received by the Master Partnership from sources within the United States may be subject to withholding taxes imposed by the United States. The Limited Partners will be informed by Millennium USA as to their proportionate share of the U.S. taxes paid by the Master Partnership, if any, which they will be required to include in their income. The Limited Partners should be entitled to claim an unrestricted credit or refund for their share of such U.S. taxes in computing their own federal income tax liability. In order to avoid a U.S. withholding tax of 30% on certain payments (including payments of gross proceeds) made with respect to certain actual and deemed U.S. investments, the Master Partnership has registered with the Service and generally will be required to identify, and report information with respect to, certain of its direct and indirect U.S. account holders (including debtholders and equityholders). Limited Partners should consult their own tax advisors regarding the possible implications of these rules on their investment in Interests. Reporting Requirements Regulations generally impose an information reporting requirement on a U.S. person's direct and indirect contributions of cash or property to a foreign partnership such as the Master Partnership where, (i) immediately after the contribution, the U.S. person owns (directly, indirectly or by attribution) at least a 10% interest in the foreign partnership or (ii) the value of the cash and/or property transferred during the twelve-month period ending on the date of the contribution by the transferor (or any related person) exceeds $100,000. Under these rules, a Limited Partner will be deemed to have transferred a proportionate share of the cash and property contributed by Millennium USA to the Master Partnership. Furthermore, if a U.S. person was required to report a transfer to a foreign partnership of appreciated property under the first sentence of this paragraph, and the foreign partnership disposes of the property while such U.S. person remains a direct or indirect partner, that U.S. person must report the disposition by the partnership. However, a DOC ID- 29147063.5 1-52 CONFIDENTIAL UBSTERRAMAR00003983 EFTA00239315

FOR EXISTING INVESTOR USE ONLY Limited Partner will not be required to file information returns with respect to the events described in this paragraph if Millennium USA complies with the reporting requirements. Millennium USA intends to file the required reports with the Service so as to relieve the Limited Partners of these reporting obligations. Regulations also generally impose a reporting requirement on any U.S. Limited Partner which, at any time during the taxable year of the Master Partnership, owns (indirectly or by attribution) more than 50% of the capital or profits of the Master Partnership. Millennium Management will notify any Limited Partner who owns the requisite indirect interest in the Master Partnership and will assist such person in meeting their reporting obligations. The foregoing discussion is only a brief summary of certain information reporting requirements. Substantial penalties may apply if the required reports are not made on time. Partners are strongly urged to consult their own tax advisors concerning these reporting requirements as they relate to their investment in Millennium USA. Unrelated Business /arable Income Generally, an exempt organization is exempt from federal income tax on its passive investment income, such as dividends, interest and capital gains, whether realized by the organization directly or indirectly through a partnership in which it is a partner, This type of income is exempt even if it is realized from securities trading activity which constitutes a trade or business. This general exemption from tax does not apply to the "unrelated business taxable income" ("UBTI") of an exempt organization. Generally, except as noted above with respect to certain categories of exempt trading activity, UBTI includes income or gain derived (either directly or through partnerships) from a trade or business, the conduct of which is substantially unrelated to the exercise or performance of the organization's exempt purpose or function. Separate calculations are made for each unrelated trade or business of the exempt organization, with losses usable only against the applicable unrelated trade or business and not against all UBTI generally. With respect to its investments, if any, in partnerships engaged in a trade or business, Millennium USA's income (or loss) from these investments may constitute UBTI. UBTI also includes "unrelated debt-financed income," which generally consists of (i) income derived by an exempt organization (directly or through a partnership) from income-producing property with respect to which there is "acquisition indebtedness" at any time during the taxable year, and (ii) gains derived by an exempt organization (directly or through a partnership) from the disposition of property with respect to which there is "acquisition indebtedness" at any time during the twelve-month period ending with the date of such disposition. With certain exceptions. tax-exempt organizations which are private foundations are subject to a 2% federal excise tax on their "net investment income." The rate of the excise tax for any taxable year may be reduced to I% if the private foundation meets certain distribution requirements for the taxable year. A private foundation will be required to make payments of estimated tax with respect to this excise tax. DOC ID- 29147063.5 1-53 CONFIDENTIAL UBSTERRAMAR00003984 EFTA00239316

FOR EXISTING INVESTOR USE ONLY Millennium USA may incur "acquisition indebtedness" with respect to certain of its transactions, such as the purchase of securities on margin. Based upon a published ruling issued by the Service which generally holds that income and gain with respect to short sales of publicly traded stock does not constitute income from debt financed property for purposes of computing UBTI, Millennium USA will treat its short sales of securities as not involving "acquisition indebtedness" and therefore not resulting in UBTI.9 To the extent Millennium USA recognizes income (i.e., dividends and interest) from securities with respect to which there is "acquisition indebtedness" during a taxable year, the percentage of such income which will be treated as UBTI generally will be based on the percentage which the "average acquisition indebtedness" incurred with respect to such securities is of the "average amount of the adjusted basis" of such securities during the taxable year. To the extent Millennium USA recognizes gain from securities with respect to which there is "acquisition indebtedness" at any time during the twelve-month period ending with the date of their disposition, the percentage of such gain which will be treated as UBTI will be based on the percentage which the highest amount of such "acquisition indebtedness" is of the "average amount of the adjusted basis" of such securities during the taxable year. In determining the unrelated debt-financed income of Millennium USA, an allocable portion of deductions directly connected with Millennium USA's debt-financed property is taken into account. Thus, for instance, a percentage of losses from debt-financed securities (based on the debt/basis percentage calculation described above) would offset gains treated as UBTI. Since the calculation of Millennium USA's "unrelated debt-financed income" is complex and will depend in large part on the amount of leverage, if any, used by Millennium USA from time to time,10 it is impossible to predict what percentage of Millennium USA's income and gains will be treated as UBTI for a Limited Partner which is an exempt organization. With respect to losses incurred during or after 2018, an exempt organization's share of the income or gains of Millennium USA which is treated as UBTI may not be offset by losses of the exempt organization either from Millennium USA or otherwise, unless such losses are treated as attributable to the same unrelated trade or business. To the extent that Millennium USA generates UBTI, the applicable federal tax rate for such a Limited Partner generally would be either the corporate or trust tax rate depending upon the nature of the particular exempt organization. An exempt organization may be required to support, to the satisfaction of the Service, the method used to calculate its UBTI. Millennium USA will be required to report to a Partner which is an exempt organization information as to the portion, if any, of its income and gains from Millennium USA for each year which will be treated as UBTI. The calculation of such amount with respect to transactions entered into by Millennium USA is 9 Moreover. income realized from option writing and futures contract transactions generally would not constitute UBTI. 10 The calculation of a particular exempt organization's UBTI would also be affected if it incurs indebtedness to finance its investment in Millennium USA. An exempt organization is required to make estimated tax payments with respect to its UBTI. DOC ID- 29147063.5 1-54 CONFIDENTIAL UBSTERRAMAR00003985 EFTA00239317

FOR EXISTING INVESTOR USE ONLY highly complex, and there is no assurance that Millennium USA's calculation of UBTI will be accepted by the Service. In general, if UBTI is allocated to an exempt organization such as a qualified retirement plan or a private foundation, the portion of Millennium USA's income and gains which is not treated as UBTI will continue to be exempt from tax, as will the organization's income and gains from other investments which are not treated as UBTI. Therefore, the possibility of realizing UBTI from its investment in Millennium USA generally should not affect the tax-exempt status of such an exempt organization." In addition, a charitable remainder trust will be subject to a 100% excise tax on any UBTI under Section 664(c) of the Code. A title-holding company will not be exempt from tax if it has certain types of UBTI. Moreover, the charitable contribution deduction for a trust under Section 642(c) of the Code may be limited for any year in which the trust has UBTI. A prospective purchaser should consult its tax advisor with respect to the tax consequences of receiving UBTI from Millennium USA. (See "ERISA Considerations.") Certain Issues Pertaining to Specific Exempt Organizations Private Foundations. Private foundations and their managers are subject to excise taxes if they invest "any amount in such a manner as to jeopardize the carrying out of any of the foundation's exempt purposes." This rule requires a foundation manager, in making an investment, to exercise "ordinary business care and prudence" under the facts and circumstances prevailing at the time of making the investment, in providing for the short-term and long-term needs of the foundation to carry out its exempt purposes. The factors which a foundation manager may take into account in assessing an investment include the expected rate of return (both income and capital appreciation), the risks of rising and falling price levels, and the need for diversification within the foundation's portfolio. In order to avoid the imposition of an excise tax, a private foundation may be required to distribute on an annual basis its "distributable amount," which includes, among other things, the private foundation's "minimum investment return," defined as 5% of the excess of the fair market value of its nonfunctionally related assets (assets not used or held for use in carrying out the foundation's exempt purposes), over certain indebtedness incurred by the foundation in connection with such assets. It appears that a foundation's investment in Millennium USA would most probably be classified as a nonfunctionally related asset. A determination that an Interest in Millennium USA is a nonfunctionally related asset could conceivably cause cash flow problems for a prospective Limited Partner which is a private foundation. Such an organization could be required to make distributions in an amount determined by reference to unrealized appreciation in the value of its Interest in Millennium USA. Of course, this factor would create less of a problem to the extent that the value of the investment in Millennium USA is not significant in relation to the value of other assets held by a foundation. Certain exempt organizations which realize UBTI in a taxable year will not constitute "qualified organizations" for purposes of Section 5I.1(cX9XB)(viX1) of the Code. pursuant to which, in limited circurnstmecs, income from certain real estate partnerships in which such organizations invest might be treated as exempt from UBTI. A prospective lax-exempt Limited Palmer should consult its tax advisor in this regard. DOC ID- 29147063.5 1-55 CONFIDENTIAL UBSTERRAMAR00003986 EFTA00239318

FOR EXISTING INVESTOR USE ONLY In some instances, an investment in Millennium USA by a private foundation may be prohibited by the "excess business holdings" provisions of the Code. For example, if a private foundation (either directly or together with a "disqualified person") acquires more than 20% of the capital interest or profits interest of Millennium USA, the private foundation may be considered to have "excess business holdings." If this occurs, such foundation may be required to divest itself of its Interest in Millennium USA in order to avoid the imposition of an excise tax. However, the excise tax will not apply if at least 95% of the gross income from Millennium USA is "passive" within the applicable provisions of the Code and Regulations. There can be no assurance that Millennium USA will meet such 95% gross income test. A substantial percentage of investments of certain "private operating foundations" may be restricted to assets directly devoted to their tax-exempt purposes. Otherwise, generally, rules similar to those discussed above govern their operations. Private Colleges and Universities. Net investment income of certain private colleges and universities is subject to a 1.4% tax. Such income is calculated in the same manner in which private foundations calculate their net investment income. Qualified Retirement Plans. Employee benefit plans subject to the provisions of ERISA, Individual Retirement Accounts and Keogh Plans should consult their counsel as to the implications of such an investment under ERISA and the Code. (See "ERISA Considerations.") Endowment Funds. Investment managers of endowment funds should consider whether the acquisition of an Interest is legally permissible. This is not a matter of federal law, but is determined under state statutes. It should be noted, however, that under the Uniform Prudent Management of Institutional Funds Act, which has been adopted, in various forms, by a large number of states, participation in investment partnerships or similar organizations in which funds are commingled and investment determinations are made by persons other than the governing board of the endowment fund is allowed. Certain Clubs and Trusts. Social clubs, voluntary employees' beneficiary associations and supplemental unemployment benefit trusts that are exempt from Federal income taxation under Sections 501(cX7), (c)(9) and (cX17), respectively, of the Code are subject to special UBTI rules. These rules generally require such tax-exempt organizations to characterize income that would not otherwise be treated as UBTI (including income earned by Millennium USA) as UBTI. Such tax- exempt organizations are advised to consult their tax advisors concerning these rules and their application to this investment. Excise Tax on Certain Reportable Transactions. A tax-exempt entity (including a state or local government or its political subdivision) may be subject to an excise tax equal to the greater of (i) 100% of the net income or (ii) 75% of the proceeds, attributable to certain "reportable transactions," including "listed transactions," if any, in which it participates. Under Regulations, these rules should not apply to a tax-exempt investor's Interest if such investor's tax-exempt status does not facilitate Millennium USA's participation, if any, in such transactions, unless otherwise provided in future guidance. Tax-exempt investors should discuss with their own advisors the applicability of these rules to their investment in Millennium USA. (See "Tax Shelter Reporting Requirements" below.) DOC ID- 29147063.5 1-56 CONFIDENTIAL UBSTERRAMAR00003987 EFTA00239319

FOR EXISTING INVESTOR USE ONLY Certain Reporting Obligations Certain U.S. persons ("potential filers") that own (directly or indirectly) more than 50% of the capital or profits of Millennium USA may be required to file FinCEN Form 114 (an "FBAR") with respect to Millennium USA's investments in foreign financial accounts. Failure to file a required FBAR may result in civil and criminal penalties. Potential filers should consult with their own advisors as to whether they are obligated to file an FBAR with respect to an investment in Millennium USA. Tax Shelter Reporting Requirements The Regulations require Millennium USA to complete and file Form 8886 ("Reportable Transaction Disclosure Statement") with its tax return for any taxable year in which Millennium USA participates in a "reportable transaction." Additionally, each Partner treated as participating in a reportable transaction of Millennium USA is generally required to file Form 8886 with its tax return (or, in certain cases, within 60 days of the return's due date). If the Service designates a transaction as a reportable transaction after the filing of a taxpayer's tax return for the year in which Millennium USA or a Partner participated in the transaction, Millennium USA and/or such Partner may have to file Form 8886 with respect to that transaction within 90 days after the Service makes the designation. Millennium USA and any such Partner, respectively, must also submit a copy of the completed form with the Service's Office of Tax Shelter Analysis. Millennium USA intends to notify the Partners that it believes (based on information available to Millennium USA) are required to report a transaction of Millennium USA, and intends to provide such Limited Partners with any available information needed to complete and submit Form 8886 with respect to Millennium USA's transactions. In certain situations, there may also be a requirement that a list be maintained of persons participating in such reportable transactions, which could be made available to the Service at its request. A Partner's recognition of a loss upon its disposition of an Interest in Millennium USA could also constitute a "reportable transaction" for such Partner, requiring such Partner to file Form 8886. A significant penalty is imposed on taxpayers who participate in a "reportable transaction" and fail to make the required disclosure. The maximum penalty is $10,000 for natural persons and $50,000 for other persons (increased to $100,000 and $200,000, respectively, if the reportable transaction is a "listed" transaction). Investors should consult with their own advisors concerning the application of these reporting obligations to their specific situations. State and Local Taxation In addition to the federal income tax consequences described above, prospective purchasers should consider potential state and local tax consequences of an investment in Millennium USA. State and local laws often differ from federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit. A Partner's distributive share of the taxable income or loss of Millennium USA generally will be required to be included in determining its reportable income for state and local tax purposes in the jurisdiction in which it is a resident. To the extent Millennium USA is engaged in a trade or business, including through the acquisition DOC ID- 29147063.5 1-57 CONFIDENTIAL UBSTERRAMAR00003988 EFTA00239320

FOR EXISTING INVESTOR USE ONLY of an interest in a partnership that is itself engaged in a trade or business, a Partner's share of Millennium USA's income from that trade or business that is sourced to a particular jurisdiction may cause such Partner to be taxed in that jurisdiction and may cause such Partner to file tax returns in such jurisdiction. Prospective purchasers should consult their tax advisors with respect to the availability of a credit for any such tax in the jurisdiction in which that Partner is a resident. The tax laws of various states and localities limit or eliminate the deductibility of itemized deductions for certain taxpayers. As described above, the Master Partnership generally expects to be in a trade or business within the meaning of the Code. Accordingly, it is not anticipated that Millennium USA's and the Master Partnership's expenses associated with such trade or business will be subject to such limitations. However, certain expenses which are not associated with such trade or business may be limited in their deductibility in one or more states or localities. Moreover, there can be no assurance that various states and localities will not treat all of Millennium USA's and the Master Partnership's expenses, including interest expense, as investment expenses which are subject to such limitations. Prospective investors are urged to consult their tax advisors with respect to the impact of these provisions on the deductibility of certain itemized deductions, including interest expense, on their tax liabilities in the jurisdictions in which they are resident. One or more states may impose reporting requirements on Millennium USA and/or its Partners in a manner similar to that described above in "Tax Shelter Reporting Requirements." Investors should consult with their own advisors as to the applicability of such rules in jurisdictions which may require or impose a filing requirement. Millennium USA does not expect to be subject to the New York City unincorporated business tax, which is not imposed on a partnership which purchases and sells securities for its "own account." (This exemption may not be applicable to the extent a partnership in which Millennium USA invests conducts a business in New York City.) By reason of a similar "own account" exemption, it is also expected that a nonresident individual Partner should not be subject to New York State personal income tax with respect to his share of income or gain realized directly by Millennium USA. Individual Limited Partners who are residents of New York State and New York City should be aware that the New York State and New York City personal income tax laws limit the deductibility of itemized deductions and interest expense for individual taxpayers at certain income levels. As described above, the Master Partnership generally expects to be in a trade or business within the meaning of the Code. Accordingly, Millennium USA intends to treat its and Millennium USA's expenses associated with such trade or business as not being subject to the foregoing limitations on deductibility. However, there can be no assurance that New York State and New York City will not treat such expenses as investment expenses which are subject to such limitations. Further, these limitations may apply to certain expenses of the Master Partnership and Millennium USA that are not part of the Master Partnership's or Millennium USA's trade or business. Prospective Limited Partners are urged to consult their own tax advisors with respect to the impact of these provisions and the federal limitations on the deductibility of certain itemized deductions and investment expenses on their New York State and New York City tax liability. For purposes of the New York State corporate franchise tax and the New York City general corporation tax, a corporation generally is treated as doing business in New York State and New DOC ID- 29147063.5 1-58 CONFIDENTIAL UBSTERRAMAR00003989 EFTA00239321

FOR EXISTING INVESTOR USE ONLY York City, respectively, and is subject to such corporate taxes as a result of the ownership of a partnership interest in a partnership which does business in New York State and New York City, respectively.' Each of the New York State and New York City corporate taxes are imposed, in part, on the corporation's taxable income or capital allocable to the relevant jurisdiction by application of the appropriate allocation percentages. Moreover, a non-New York corporation which does business in New York State may be subject to a New York State license fee. A corporation which is subject to New York State corporate franchise tax solely as a result of being a limited partner in a New York partnership may, under certain circumstances, elect to compute its New York State corporate franchise tax by taking into account only its distributive share of such partnership's income and loss. There is currently no similar provision in effect for purposes of the New York City general corporation tax. Regulations under both the New York State corporate franchise tax and the New York City general corporation tax, however, provide an exception to this general rule in the case of a "portfolio investment partnership," which is defined, generally, as a partnership which meets the gross income requirements of Section 851(b)(2) of the Code. New York State (but not New York City) has adopted regulations that also include income and gains from commodity transactions described in Section 864(bX2)(8Xiii) as qualifying gross income for this purpose. Millennium USA's qualification as such a portfolio investment partnership must be determined on an annual basis and, with respect to a taxable year, Millennium USA may not qualify as a portfolio investment partnership. New York State imposes a quarterly withholding obligation on certain partnerships with respect to partners that are individual non-New York residents or corporations (other than "S" corporations). Accordingly, Millennium USA may be required to withhold on the distributive shares of New York source partnership income allocable to such partners to the extent such income is not derived from trading in securities for Millennium USA's own account. A trust or other unincorporated organization which by reason of its purposes or activities is exempt from federal income tax is generally also exempt from New York State and New York City personal income tax. A nonstock corporation which is exempt from federal income tax is generally presumed to be exempt from New York State corporate franchise tax and New York City general corporation tax. New York State imposes a tax with respect to such exempt entities on UBTI (including unrelated debt-financed income) at a rate which is currently equal to 9%. There is no New York City tax on the UBTI of an otherwise exempt entity. Each prospective Partner should consult its tax advisor with regard to the New York State and New York City tax consequences of an investment in Millennium USA. 12 New York State (but not New York City) generally exempts from corporate franchise tax a non-New York corporation which (i) does not actually or constructively own a I% or greater limited partnership interest in a partnership doing business in New York and (ii) has a tax basis in such limited partnership interest not greater than SI DOC ID- 29147063.5 1-59 CONFIDENTIAL UBSTERRAMAR00003990 EFTA00239322

FOR EXISTING INVESTOR USE ONLY Foreign Taxes It is possible that certain dividends and interest directly or indirectly received by Millennium USA from sources within foreign countries will be subject to withholding taxes imposed by such countries. In addition, Millennium USA or the Master Partnership may also be subject to capital gains taxes in some of the foreign countries where they purchase and sell securities. Tax treaties between certain countries and the United States may reduce or eliminate such taxes. It is impossible to predict in advance the rate of foreign tax Millennium USA will directly or indirectly pay since the amount of Millennium USA's assets to be invested in various countries is not known. The Limited Partners will be informed by Millennium USA as to their proportionate share of the foreign taxes paid by Millennium USA or the Master Partnership , which they will be required to include in their income. The Limited Partners generally will be entitled to claim either a credit (subject, however, to various limitations on foreign tax credits) or, if they itemize their deductions, a deduction (subject to the limitations generally applicable to deductions) for their share of such foreign taxes in computing their federal income taxes. A Limited Partner that is tax- exempt will not ordinarily benefit from such credit or deduction. Interest, dividend and other income realized by Millennium USA or the Master Partnership from non-U.S. sources, and capital gains realized, or gross sale or disposition proceeds received, on the sale of securities of non-U.S. issuers, may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced. Millennium Management and its affiliates operate throughout the world in various jurisdictions, including the United Kingdom, Luxembourg, Hong Kong, Japan, Singapore and Switzerland. Millennium Management and its affiliates generally endeavor to conduct such activities in a manner such that the Master Partnership (and Millennium USA) are not deemed to have a permanent establishment in any such jurisdiction, and in a jurisdiction where a relevant tax exemption (e.g., for investment entities) are granted, Millennium Management and its affiliates generally endeavor to enable to the Master Partnership (and Millennium USA) to benefit from such exemption. However, it is possible that the Master Partnership (or Millennium USA) may be deemed to have a permanent establishment in one or more of those jurisdictions and that Millennium USA or the Master Partnership (and possibly Limited Partners (directly or indirectly)) may be subject to non-U.S. net taxes and filing obligations in connection therewith. ERISA Considerations THE FOLLOWING SUMMARY OF CERTAIN ASPECTS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") IS BASED UPON ERISA, JUDICIAL DECISIONS, DEPARTMENT OF LABOR ("DOL") REGULATIONS AND RULINGS IN EXISTENCE ON THE DATE HEREOF. THIS SUMMARY IS GENERAL IN NATURE AND DOES NOT ADDRESS EVERY ERISA ISSUE THAT MAY BE APPLICABLE TO MILLENNIUM USA, THE MASTER PARTNERSHIP OR A PARTICULAR INVESTOR. ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN COUNSEL IN ORDER TO UNDERSTAND THE ERISA ISSUES AFFECTING MILLENNIUM USA, THE MASTER PARTNERSHIP AND THE INVESTOR. DOC ID- 29147063.5 1-60 CONFIDENTIAL UBSTERRAMAR00003991 EFTA00239323

FOR EXISTING INVESTOR USE ONLY General Persons who are fiduciaries with respect to a U.S. employee benefit plan or trust within the meaning of and subject to the provisions of ERISA (an "ERISA Plan"), an individual retirement account or a Keogh plan subject solely to the provisions of the Code13 (an "Individual Retirement Account") should consider, among other things, the matters described below before determining whether to invest in Millennium USA (and thus the Master Partnership). ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, avoidance of prohibited transactions and compliance with other standards. In determining whether a particular investment is appropriate for an ERISA Plan, DOL regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan's portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan's purposes, the risk and return factors of the potential investment, including the fact that the returns may be subject to U.S. federal tax as unrelated business taxable income, the portfolio's composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the projected return of the total portfolio relative to the ERISA Plan's funding objectives, and the limitation on the rights of Limited Partners to withdraw all or any part of their Offered Interests or to transfer their Offered Interests. Before investing the assets of an ERISA Plan in Millennium USA (and thus the Master Partnership), a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. For example, a fiduciary should consider whether an investment in Millennium USA (and thus the Master Partnership) may be too illiquid or too speculative for a particular ERISA Plan and whether the assets of the ERISA Plan would be sufficiently diversified. If a fiduciary with respect to any such ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach. Plan Assets Defined ERISA and applicable DOL regulations describe when the underlying assets of an entity in which "benefit plan investors", as defined in Section 3(42) of ERISA and any regulations promulgated thereunder ("Benefit Plan Investors") invest are treated as "plan assets" for purposes of ERISA. Under ERISA, the term Benefit Plan Investors is defined to include an "employee benefit plan" that is subject to the provisions of Title I of ERISA, a "plan" that is subject to the prohibited transaction provisions of Section 4975 of the Code, and entities the assets of which are treated as "plan assets" by reason of investment therein by Benefit Plan Investors. Under ERISA, as a general rule, when an ERISA Plan invests assets in another entity, the ERISA Plan's assets include its investment, but do not, solely by reason of such investment, include any of the underlying assets of the entity. However, when an ERISA Plan acquires an "equity interest" in an entity that is neither: (a) a "publicly offered security;" nor (b) a security I3 References hereinafter made to ERISA include parallel references to the Code. DOCID-29147063.5 I-61 CONFIDENTIAL UBSTERRAMAR00003992 EFTA00239324

FOR EXISTING INVESTOR USE ONLY issued by an investment fund registered under the Company Act, then the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that: (i) the entity is an "operating company;" or (ii) the equity participation in the entity by Benefit Plan Investors is limited. Under ERISA, the assets of an entity will not be treated as "plan assets" if Benefit Plan Investors hold less than 25% (or such other percentage as may be specified from time to time in regulations promulgated by the DOL) of the value of each class of equity interests in the entity. Equity interests held by a person with discretionary authority or control with respect to the assets of the entity and equity interests held by a person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate of any such person (other than a Benefit Plan Investor) are not considered for purposes of determining whether the assets of an entity will be treated as "plan assets" for purposes of ERISA. The Benefit Plan Investor percentage of ownership test applies at the time of an acquisition by any person of the equity interests. In addition, an advisory opinion of the DOL takes the position that a withdrawal of an equity interest by an investor constitutes the acquisition of an equity interest by the remaining investors (through an increase in their percentage ownership of the remaining equity interests), thus triggering an application of the Benefit Plan Investor percentage of ownership test at the time of the withdrawal. Limitation on Investments by Benefit Plan Investors It is the current intent of Millennium Management to monitor the investments in Millennium USA and the Master Partnership to ensure that the aggregate investment by Benefit Plan Investors does not equal or exceed 25% (or such other percentage as may be specified from time to time in regulations promulgated by the DOL) of the value of any class of equity interests in each of Millennium USA and the Master Partnership so that assets of neither Millennium USA nor the Master Partnership will be treated as "plan assets" under ERISA. Interests held by Millennium Management and its affiliates (other than a Benefit Plan Investor) are not considered for purposes of determining whether the assets of Millennium USA will be treated as "plan assets" for the purpose of ERISA. If the assets of Millennium USA were treated as "plan assets" of a Benefit Plan Investor, Millennium Management would be a "fiduciary" (as defined in ERISA and the Code) with respect to each such Benefit Plan Investor, and would be subject to the obligations and liabilities imposed on fiduciaries by ERISA. Similarly, if the assets of the Master Partnership were treated as "plan assets" of a Benefit Plan Investor, Millennium Management would be a "fiduciary" (as defined in ERISA and the Code) with respect to each such Benefit Plan Investor, and would be subject to the obligations and liabilities imposed on fiduciaries by ERISA. In such circumstances, Millennium USA (and/or the Master Partnership, as appropriate) would be subject to various other requirements of ERISA and the Code. In particular, Millennium USA (and/or the Master Partnership, as appropriate) would be subject to rules restricting transactions with "parties in interest" and prohibiting transactions involving conflicts of interest on the part of fiduciaries which might result in a violation of ERISA and the Code unless Millennium USA (and/or the Master Partnership, as appropriate) obtained appropriate exemptions from the DOL allowing Millennium USA (and/or the Master Partnership, as appropriate) to conduct its operations as described herein. As described above, under "Millennium USA's Organization, Management, Structure, and Operations" — "Compulsory Withdrawal", Millennium Management reserves may, in its sole discretion, require any Limited Partner to withdraw all or any portion of the balance in its capital account(s), including, without limitation, to ensure compliance with the percentage DOC ID- 29147063.5 1-62 CONFIDENTIAL UBSTERRAMAR00003993 EFTA00239325

FOR EXISTING INVESTOR USE ONLY limitation on investment in Millennium USA by Benefit Plan Investors as set forth above. Similar compulsory withdrawal terms apply to the Master Partnership. Millennium Management reserves the right, however, to waive the percentage limitation on investment in Millennium USA (and indirect investment in the Master Partnership) by Benefit Plan Investors and thereafter to comply with ERISA. Representations by Plans An ERISA Plan proposing to invest in Millennium USA (and thus the Master Partnership) will be required to represent that it is, and any fiduciaries responsible for the ERISA Plan's investments are, aware of and understand Millennium USA's and the Master Partnership's investment objectives, policies and strategies, and that the decision to invest plan assets in Millennium USA (and thus the Master Partnership) was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA. WHETHER OR NOT THE ASSETS OF MILLENNIUM USA OR THE MASTER PARTNERSHIP ARE TREATED AS "PLAN ASSETS" FOR PURPOSES OF ERISA, AN INVESTMENT IN MILLENNIUM USA (AND THUS THE MASTER PARTNERSHIP) BY AN ERISA PLAN IS SUBJECT TO ERISA. ACCORDINGLY, FIDUCIARIES OF ERISA PLANS SHOULD CONSULT WITH THEIR OWN COUNSEL AS TO THE CONSEQUENCES UNDER ERISA OF AN INVESTMENT IN MILLENNIUM USA (AND THUS THE MASTER PARTNERSHIP). ERISA Plans and Individual Retirement Accounts Having Prior Relationships with Millennium Management or its Affiliates Certain prospective ERISA Plan and Individual Retirement Account investors may currently maintain relationships with Millennium Management or other entities that are affiliated with Millennium Management. Each of such entities may be deemed to be a party in interest to, and/or a fiduciary of, any ERISA Plan or Individual Retirement Account to which any of Millennium Management or its affiliates provides investment management, investment advisory or other services. ERISA prohibits ERISA Plan assets to be used for the benefit of a party in interest and also prohibits an ERISA Plan fiduciary from using its position to cause the ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Similar provisions are imposed by the Code with respect to Individual Retirement Accounts. ERISA Plan and Individual Retirement Account investors should consult with counsel to determine if participation in Millennium USA (and thus the Master Partnership) is a transaction that is prohibited by ERISA or the Code. Eligible Indirect Compensation The disclosures set forth in this Confidential Memorandum constitute Millennium's good faith efforts to comply with the disclosure requirements of Form 5500, Schedule C and allow for the treatment of its compensation as eligible indirect compensation. Future Regulations and Rulings DOC ID- 29147063.5 1-63 CONFIDENTIAL UBSTERRAMAR00003994 EFTA00239326

FOR EXISTING INVESTOR USE ONLY The provisions of ERISA are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential investors should consult with their legal advisors regarding the consequences under ERISA of the acquisition and ownership of Offered Interests. Anti-Money Laundering Considerations Identity Verification In order to comply with laws and regulations aimed at the prevention of money laundering and terrorist financing, Millennium USA is required to adopt and maintain anti-money laundering procedures and, accordingly, Millennium USA, or the Administrator on Millennium USA's behalf, may require prospective purchasers to provide evidence to verify their identity, the identity of their beneficial owners and controllers (where applicable), and the source of funds. Millennium USA, and the Administrator on Millennium USA's behalf, may request such information as is necessary to verify the identity of any Limited Partner (including any prospective purchaser or a transferee) and the identity of their beneficial owners and controllers (where applicable). Where the circumstances permit, Millennium USA, or the Administrator on Millennium USA's behalf, may be satisfied that full due diligence may not be required at subscription where an exemption applies under applicable law. However, detailed verification information may be required prior to the payment of any withdrawal proceeds or any transfer of an Offered Interest (unless Millennium USA or the Administrator on Millennium USA's behalf, determines in its sole discretion, to rely on an applicable exemption under applicable law). In the event of delay or failure by a prospective purchaser or Limited Partner to produce any information required for verification purposes, Millennium USA, or the Administrator on Millennium USA's behalf, may (i) refuse to accept or delay the acceptance of a subscription; (ii) in the case of a transfer of Offered Interests, refuse to consent to the relevant transfer of Offered Interests; or (iii) effect a compulsory withdrawal of any such Limited Partner from Millennium USA. Millennium USA, and the Administrator on Millennium USA's behalf, also may refuse to make any withdrawal or distribution payment to a Limited Partner if Millennium Management or the Administrator suspects or is advised that the payment of withdrawal proceeds or distribution amounts to such Limited Partner may be non-compliant with applicable laws or regulations, or if such refusal is considered nerPssary or appropriate to ensure the compliance by Millennium USA or the Administrator with any applicable laws or regulations. Freezing Accounts Each of Millennium Management and the Administrator reserves the right, and Millennium USA may be obligated, pursuant to any applicable anti-money laundering laws or the laws, regulations, and Executive Orders administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or other laws or regulations in any relevant jurisdiction (collectively, "AML/OFAC Obligations"), to "freeze the account" of a prospective purchaser or Limited Partner, either by (i) rejecting the capital contribution of a prospective purchaser or DOC ID- 29147063.5 1-64 CONFIDENTIAL UBSTERRAMAR00003995 EFTA00239327

FOR EXISTING INVESTOR USE ONLY Limited Partner; (ii) segregating the assets in the account in compliance with applicable laws or regulations; (iii) declining any withdrawal request of a Limited Partner; (iv) suspending payment of withdrawal proceeds to a Limited Partner; and/or (v) refusing to make any distribution to a Limited Partner. Millennium USA may be required to report such action and to disclose the identity to OFAC or other applicable governmental and regulatory authorities. Sanctions and Required Representations Millennium USA is subject to laws that restrict it from dealing with certain persons, including persons that are located or domiciled in sanctioned jurisdictions. Accordingly, each prospective purchaser and Limited Partner (including any transferee) will be required to make certain representations to Millennium USA in connection with applicable AML/OFAC Obligations. Where a Limited Partner is named on the OFAC list, any list maintained under the European Union or United Kingdom Regulations (as extended to the Cayman Islands by statutory instrument) or any similar list maintained under applicable law, Millennium USA may be required to cease any further dealings with the Limited Partner's interest in Millennium USA until such sanctions are lifted or a license is sought under applicable law to continue dealings. Required Reporting If any person in the Cayman Islands, including, without limitation, service providers to the Master Partnership located in the Cayman Islands, knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2018 Revision) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. Pursuant to the Anti-Money Laundering Regulations (2018 Revision) of the Cayman Islands, as amended and revised from time to time, the Master Partnership must designate natural persons to act as Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer (collectively, the "AML Officers") of the Master Partnership. Prospective Purchasers and Limited Partners may obtain details (including contact details) of the current AML Officers of the Master Partnership, by contacting [email protected]. Delegation Where permitted by applicable law, and subject to certain conditions, Millennium USA may delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. DOC ID- 29147063.5 1-65 CONFIDENTIAL UBSTERRAMAR00003996 EFTA00239328

FOR EXISTING INVESTOR USE ONLY Millennium USA's Fiscal Year The fiscal year-end of Millennium USA is December 31. Millennium USA's Legal Counsel Schulte Roth & Zabel LLP ("SRZ") has been engaged by Millennium Management as U.S. counsel to represent it in connection with the organization of Millennium USA and this offering of Offered Interests in Millennium USA. No separate counsel has been engaged to independently represent the Limited Partners in connection with these matters. Other counsel may also be retained where Millennium Management on its own behalf, or on behalf of Millennium USA, determines that to be appropriate. In advising Millennium USA and Millennium Management with respect to the preparation of this Confidential Memorandum, SRZ has relied upon information that has been furnished to it by Millennium USA, Millennium Management and their affiliates, and has not independently investigated or verified the accuracy or completeness of the information set forth herein. In addition, SRZ does not monitor the compliance of Millennium USA or Millennium Management with the investment guidelines set forth in this Confidential Memorandum, Millennium USA's terms or applicable law. There may be situations in which there is a "conflict" between the interests of Millennium Management and those of Millennium USA. In these situations, Millennium Management and Millennium USA will determine the appropriate resolution thereof, and may seek advice from SRZ in connection with such determinations. Millennium Management and Millennium USA have consented to SRZ's concurrent representation of such parties in such circumstances. Millennium USA's Independent Public Accountants Millennium USA has retained Ernst & Young LLP, 5 Times Square, New York, New York 10036, certified public accountants, as its auditor. DOC ID- 29147063.5 1-66 CONFIDENTIAL UBSTERRAMAR00003997 EFTA00239329

FOR EXISTING INVESTOR USE ONLY APPENDIX I TO PART ONE: DESCRIPTION OF ADDITIONAL CLASSES The classes of Interests other than the Offered Interests issued by Millennium USA that were outstanding as of the date hereof are as follows: Class Designation Withdras% al Rights New Issue Eligibility Class A Each December 3111 Eligible Class B Each December 310) Not Eligible Class C Quarterly ma) Eligible Class D Quarterly ma) Not Eligible Class M Annual Eligible Class N Annual Not Eligible Class O Quarterly 121 Eligible Class P Quarterly '2, Not Eligible Class Q Annual Eligible Class R Annual Not Eligible Class S Quarterly 1' 1 Eligible Class T Quarterly 121 Not Eligible Class U Annual Eligible Class V Annual Not Eligible Class W Quarterly (2) Eligible Class X Quarterly (2) Not Eligible Class CC Quarterly (2) Eligible Class DI) Quarterly (2) Not Eligible Class EE Quarterly (4) Eligible Class FE Quarterly to Not Eligible Class MM Annual (3) Eligible Class NN Annual (3) Not Eligible Class OO Quarterly (2) Eligible Class PP Quarterly (2) Not Eligible Class SC-A Semi-annual ,” Eligible Class SC-B Semi-annual (3) Not Eligible Class SC-GG Quarterly/Annual(6) Eligible Class SC-WI Quarterly/Annual(6) Not Eligible (I) Holders ofClass A. Class B. Class C. and Class D interests have certain rights to convert interests with quarterly withdrawal rights (but that are subject to a contractual limit on withdrawals) for interests with annual withdrawal rights, and vice versa. (2) Class C, Class I), Class 0, Class P, Class S, Class T, Class IV, Class X, Class CC, Class DI), Class 00 and Class PP interests are subject to contractual limit on withdrawals. The contractual lint! on withdrawals applied to Class C, Class D. Class a Class P. Class S. Class T. Class IV, Class I. Class 00 and Class PP interests allocates DOC ID- 29147063.5 I-67 CONFIDENTIAL UBSTERRAMAROOOO3998 EFTA00239330

FOR EXISTING INVESTOR USE ONLY aggregate withdrawal requests in excess of the applicable threshold among requesting investors in proportion to the relative size of their withdrawal requests. while the contractual limit on withdrawals applied to Class CC and Class DD interests allocates aggregate withdrawal requests in excess of the applicable threshold among requesting investors in proportion to the relative size of the investor. (3) Class SC-A and Class SC-B interests are subject to semi-annual withdrawal rights following the expiration ofa minimum holding period ending on die last day of the eighth full fiscal quarter following the date such interests were purchased, and are a contractual limit on withdrawals that limits an investor's withdrawals to 3/3 i/3% of its interests then eligible for withdrawal. Class SC-A and Class SC-B interests are also subject to an i8% incentive allocation and a minimum initial subscription amount ofS20 million. (4) Class EE and Class FF generally may be withdrawn, in whole or in part, as of the last day ofeach calendar quarter, subject to a 25% quarterly limit that limits the amount of interests any single investor may withdraw on a single withdrawal date. Withdrcnrals occurring before the last day of the fourth fill! calendar quarter after purchase of such interests are subject to a charge equal to 4% of the withdrawn amount. (5) Class AA' and Class NN generally may be withdrawn, in whole or in part, as of the last day oldie fourth fill fiscal quarter following the date such interests were purchased. and thereafter, as ofeach anniversary of such date, subject to timely receipt ofa notice of withdrawal. (6) Class SC-GG and Class SC-1111 interests are, other than being subject to an 18% incentive fee. otherwise subject to the same terms as the Class GG and Class NH Interests described in this Part One. Interests of each class of Millennium USA participate equally in the profits and losses of Millennium USA, except that Interests that are offered and sold solely to persons who are restricted from participating in new issues will not directly or indirectly participate in the gains and losses from new issues and activities that Millennium Management determines are related thereto (see "Interests Offered; Terms of the Offering — Interests Offered — Treatment of New Issues"). The outstanding Class C and Class D interests of Millennium USA have quarterly withdrawal rights and are subject to a contractual limit on withdrawals that limits withdrawal of those classes (and the corresponding classes of shares of Millennium International) to the greater of (x) US$150 million or (y) 17.5% of the aggregate net asset value of those two classes and the corresponding shares of Millennium International, as of that quarterly withdrawal date. This contractual limit on withdrawals does not take into account any other classes of Interests of Millennium USA, any other classes of shares in Millennium International, or any interests in Millennium Global Estate. The outstanding Class O, Class P, Class S, and Class T interests of Millennium USA have quarterly withdrawal rights and are subject to a contractual limit on withdrawals that limits withdrawal of those classes (and the corresponding classes of shares of Millennium International) to the greater of (x) US$150 million or (y) 17.5% of the aggregate net asset value of those four classes and the corresponding shares of Millennium International, as of that quarterly withdrawal date. This contractual limit on withdrawals does not take into account any other classes of Interests of Millennium USA, any other classes of shares in Millennium International, or any interests in Millennium Global Estate. The outstanding Class W and Class X interests of Millennium USA have quarterly withdrawal rights and are subject to a contractual limit on withdrawals that limits withdrawal of those classes (and the corresponding classes of shares in Millennium International) to the greater of (x) US$150 million or (y) 17.5% of the aggregate net asset value of (i) all outstanding Class W DOC ID- 29147063.5 1-68 CONFIDENTIAL UBSTERRAMAR00003999 EFTA00239331

FOR EXISTING INVESTOR USE ONLY and Class X interests and (ii) the net asset value of the corresponding shares in Millennium International (if any), all as of the applicable withdrawal date. This contractual limit on withdrawals does not take into account any other classes of Interests of Millennium USA, any other classes of shares in Millennium International, or any interests in Millennium Global Estate. The outstanding Class CC and Class DD interests of Millennium USA have quarterly withdrawal rights and are subject to a contractual limit on withdrawals that limits withdrawal of those classes (and the corresponding classes of shares of Millennium International) to the greater of (x) US$150 million or (y) 17.5% of the aggregate net asset value of those two classes and the corresponding shares of Millennium International, as of that quarterly withdrawal date. This contractual limit on withdrawals does not take into account any other classes of Interests of Millennium USA, any other classes of shares of Millennium International, or any interests in Millennium Global Estate. Unlike the contractual limit on withdrawals applied to Class C, Class D, Class O, Class P, Class S, Class T, Class W, Class X, Class OO and Class PP interests, the contractual limit on withdrawals applied to Class CC and Class DD interests allocates aggregate withdrawal requests in excess of the applicable threshold among requesting investors in Class CC and Class DD interests in proportion to the relative size of the investor (rather than the relative size of the withdrawal request). Class EE and Class FF of Millennium USA generally may be withdrawn, in whole or in part, as of the last day of each calendar quarter, subject to a 25% quarterly limit that limits the amount of interests any single holder may withdraw on a single withdrawal date. Withdrawals occurring before the last day of the fourth full calendar quarter after purchase of such interests are subject to a charge equal to 4% of the withdrawal amount. Class MM and Class NN generally may be withdrawn, in whole or in part, as of the last day of the fourth full fiscal quarter following the date such interests were purchased, and thereafter, as of each anniversary of such date, subject to timely receipt of a notice of withdrawal. The outstanding Class OO and Class PP interests of Millennium International have quarterly withdrawal rights and are subject to a contractual limit on withdrawals that limits withdrawals of those classes (and the corresponding classes of shares in Millennium International) to the greater of (x) US$150 million or (y) 17.5% of the aggregate net asset value of those two classes and the corresponding shares of Millennium International, as of that quarterly withdrawal date. This contractual limit on withdrawals does not take into account any other classes of Interests of Millennium USA, any other classes of shares of Millennium International, or any interests in Millennium Global Estate. Class SC-A and Class SC-B interests are subject to semi-annual withdrawal rights following the expiration of a minimum holding period ending on the last day of the eighth full fiscal quarter following the date such interests were purchased, and are a contractual limit on withdrawals that limits an investor's withdrawals to 3/3 1/3% of its interests then eligible for withdrawal. Class SC-A and Class SC-B interests are also subject to an 18% incentive allocation and a minimum initial subscription amount of $20 million. Class SC-GG and Class SC-14H interests are, other than being subject to an 18% incentive fee, otherwise subject to the same terms as the Class GG and Class HH Interests described in this DOC ID- 29147063.5 1-69 CONFIDENTIAL UBSTERRAMAR00004000 EFTA00239332

FOR EXISTING INVESTOR USE ONLY Part One. DOC ID- 29147063.5 I-70 CONFIDENTIAL UBSTERRAMAR00004001 EFTA00239333

FOR EXISTING INVESTOR USE ONLY millennium CONFIDENTIAL MEMORANDUM (Part Two) Relating to MILLENNIUM PARTNERS, L.P. THIS CONFIDENTIAL MEMORANDUM IS COMPRISED OF TWO PARTS, WHICH MUST BE READ TOGETHER. PART ONE OF THIS CONFIDENTIAL MEMORANDUM, ISSUED IN RELATION TO A PRIVATE FUND THAT INVESTS ALL OR A PORTION OF ITS ASSETS, DIRECTLY OR INDIRECTLY, IN MILLENNIUM PARTNERS, L.P., CONTAINS INFORMATION SPECIFIC TO THE APPLICABLE FUND REFERENCED THEREIN, INCLUDING THE TERMS OF INVESTMENT AND ORGANIZATION AND STRUCTURE OF SUCH FUND. THIS PART TWO CONTAINS INFORMATION SPECIFIC TO MILLENNIUM PARTNERS, L.P. INTERESTS IN MILLENNIUM PARTNERS, L.P. ARE NOT BEING OFFERED FOR SALE DIRECTLY. October 2018 CONFIDENTIAL UBSTERRAMAR00004002 EFTA00239334

FOR EXISTING INVESTOR USE ONLY TABLE OF CONTENTS PART Two: INFORMATION RELATING TO MILLENNIUM PARTNERS, LP Summary of Part Two of the Confidential Memorandum 1 The Fund's Investment Program and Strategy 8 The Master Partnership's Organization 9 Certain Risk Factors Relating to an Investment in the Fund 11 The Fund's Management, Structure and Operations 50 The Fund's Investment Program and Description: Eligible Investments 54 The Fund's Investment Program and Description: Investment Strategies and Techniques 55 The Fund's Investment Program and Description: Brokerage 62 The Fund's Investment Program and Description: Leverage and Loans 64 The Fund's Risk Management Program 65 The Master Partnership's Fees and Expenses 65 Related-Party Transactions and Other Accounts; Conflicts 67 Certain Tax Matters Relating to the Master Partnership 77 Certain Legal and Regulatory Matters Relating to the Fund 79 The Master Partnership's Fiscal Year 82 The Master Partnership's Independent Public Accountants 82 Appendix I: Relying Advisers CONFIDENTIAL UBSTERRAMAR00004003 EFTA00239335

FOR EXISTING INVESTOR USE ONLY Summary of Part Two of the Confidential Memorandum (Information Relating to Millennium Partners, L.P.) The following is a summary of certain detailed information set forth more fully in the Third Amended and Restated Limited Partnership Agreement, as amended or supplemented from time to time (the "Partnership Agreement") of Millennium Partners, L.P. (the "Master Partnership") and elsewhere in this Confidential Memorandum. This summary should be read in conjunction with, and is qualified in its entirety by, such detailed information. The Master Partnership: Certain Risk Factors: The Master Partnership is an exempted limited partnership registered under the laws of the Cayman Islands. The Master Partnership currently accepts investments from a limited number of affiliated private funds that invest all or a portion of their assets, directly or indirectly, in the Master Partnership or its trading subsidiaries or strategies (each, a "Feeder Fund" and each such Feeder Fund collectively, together with the Master Partnership, its trading subsidiaries or strategies and the entities through which the Portfolio Managers (as defined below) and related personnel invest in their strategies, the "Fund"). Millennium Management LLC, a Delaware limited liability company registered in the Cayman Islands, is the sole general partner of the Master Partnership (the "General Partner"). The Partnership Agreement grants substantially all of the power to control the affairs and operations of the Master Partnership to the General Partner, which is in turn currently ultimately controlled by Israel A. Englander as the controlling trustee of the Millennium Group Management Trust. The General Partner, its affiliated Relying Advisers (as defined herein) and other affiliated entities that participate in the management of the Master Partnership's assets are collectively referred to herein as "Millennium." The investment program of the Fund involves significant risks, including the Fund's reliance upon Millennium and internal and third-party portfolio managers (the "Portfolio Managers") selected by Millennium, the use of leverage and trading in derivative instruments, and certain potential conflicts of interest related to investment opportunities and business activities among the Fund's affiliates and their management. See "Certain Risk Factors Relating to an Investment in the Fund" and "Related- Party Transactions and Other Accounts; Conflicts." CONFIDENTIAL UBSTERRAMAR00004004 EFTA00239336

FOR EXISTING INVESTOR USE ONLY The Fund's Investment Program and StrateEv: The investment objective of the Fund is to achieve above- average appreciation by opportunistically trading and investing in a wide variety of securities, instruments and other investment opportunities, and engaging in a broad array of trading and investment strategies. THERE ARE NO SUBSTANTIVE LIMITS ON THE INVESTMENT STRATEGIES THAT MAY BE PURSUED BY THE MASTER PARTNERSHIP. See "The Fund's Investment Program and Description: Investment Strategies." Millennium is responsible for managing the capital of the Fund in accordance with the Fund's investment objective. Millennium selects, monitors and evaluates Portfolio Managers and allocates and reallocates the Fund's invested capital among them. Millennium also makes direct (i.e., not through Portfolio Managers) investments of the Fund's capital, either as a profit- seeking investment (e.g., direct trading activities, which may include increasing the Fund's exposure to certain strategies or positions or to the net combined positions held by a number of Portfolio Managers) or as hedges, or "contra" trades that seek to establish a reduction in certain exposures. See "The Fund's Investment Program and Strategy." As discussed under "The Fund's Investment Program and Description: Eligible Investments," Millennium does not establish fixed guidelines regarding diversification of investments to be followed by the Fund; the Fund is authorized to invest in all types of securities and other financial instruments of U.S. and non-U.S. issuers, and to sell securities short. The Fund invests opportunistically and the universe of eligible investments is not materially limited by any Millennium policies. However, as is disclosed under "The Fund's Investment Program and Description: Investment Strategies," the investment strategies that the Fund employs include, among others, most or all of the following core strategies: • Relative Value Fundamental Equity; • Statistical Arbitrage/Quantitative, • Fixed-Income; • Merger Arbitrage and Event-Driven; and • Commodities. II-2 CONFIDENTIAL UBSTERRAMAR00004005 EFTA00239337

FOR EXISTING INVESTOR USE ONLY The Fund may, and typically does, also invest in certain other strategies which may include, among others, closed-end fund/asset arbitrage, distressed investing, convertible arbitrage and options arbitrage. The Fund may concentrate investments in a select few strategies while not employing others and may employ additional investment strategies or suspend any such strategies, as determined by Millennium in its discretion, at any time without notice. Leverage: Risk Management: The Master Partnership's Fees and Expenses: The Fund has the power to borrow and ordinarily does borrow very significant sums on a secured or unsecured basis and will continue to do so whenever deemed appropriate by Millennium, including to enhance the Fund's returns and meet withdrawal obligations that would otherwise result in the premature liquidation of investments. Additionally, certain exchange- traded, non-exchange-traded, derivative and other securities and instruments that may be traded will themselves have embedded leverage. The use of leverage can substantially increase the risk of losses to which the Fund's investment portfolio may be subject. See "The Fund's Investment Program and Description: Leverage and Loans." Millennium's risk management personnel engage in regular monitoring of the Fund's portfolio and of the Portfolio Managers' trading activity. The results of this monitoring program are used to assess the risk-adjusted profitability of the Portfolio Managers (using a number of metrics), to make capital allocation decisions, and to quantify and manage the risks inherent in the Fund's portfolio. See "The Fund's Management, Structure and Operations." All expenses incurred by or allocated to the Master Partnership, without limitation, are assessed against the interests of the partners of the Master Partnership and, in turn, against the interests of investors in the Feeder Funds, including, without limitation, expenses incurred by Millennium with respect to, or in connection with (e.g., through the operation of and the provision of services to), the Master Partnership. The Master Partnership does not charge or pay Millennium a management fee. See "The Master Partnership's Fees and Expenses" for a non-exhaustive list of such expenses, including, without limitation, the following general expense categories: compensation and fringe benefits payable to employees, and fees payable to others providing services to the Muter Partnership; expenses related to computers, equipment and CONFIDENTIAL UBSTERRAMAR00004006 EFTA00239338

FOR EXISTING INVESTOR USE ONLY technology; expenses related to maintaining offices, including leases and fixtures; insurance premiums; expenses related to investment activities; accounting, valuation, audit, tax and legal expenses; fees and expenses paid for the investment advisory services of affiliated entities that participate in the management of the Master Partnership's assets; and other miscellaneous expenses. Brokerage Issues: As discussed below under "The Fund's Investment Program and Description: Brokerage Issues," the Fund executes and clears transactions through a number of brokerage firms. Brokers may also act as custodians for the Fund's securities. To the extent that securities are purchased in non-U.S. markets, non-U.S. brokers and/or custodians (including sub-custodians of prime brokers) may be used and may maintain custody of the securities until such time as they are sold. In selecting brokers, dealers and other counterparties to effect portfolio transactions for the Fund and provide financing for the Fund's portfolio, Millennium and its Portfolio Managers will consider such factors as they deem appropriate under the circumstances. Millennium does not have an obligation to obtain the lowest available commission cost. Accordingly, if Millennium determines in good faith that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and research products or services provided by the broker or dealer, the Fund may pay commissions to the broker or prices to the dealer in an amount greater than another might charge. Subject to its duty to seek to obtain best execution, Millennium has complete discretion in deciding what brokers, dealers and other counterparties the Fund will use and in negotiating the rates of compensation the Fund will pay to such brokers, dealers and other counterparties. In many instances that discretion is delegated to Portfolio Managers who make specific trading decisions, subject to oversight by Millennium. Millennium maintains policies and procedures to review the quality of executions, including periodic review by relevant personnel. See "The Fund's Investment Program and Description: Brokerage." From time to time, brokers (including prime brokers) assist the Fund and other Feeder Funds and products in raising additional capital. Additionally, brokers provide capital introduction and marketing assistance services, and Millennium's representatives from time to time speak at conferences and programs sponsored by brokers, for investors interested in investing in private 11-4 CONFIDENTIAL UBSTERRAMAR00004007 EFTA00239339

FOR EXISTING INVESTOR USE ONLY investment funds. Through such events, prospective investors in the Fund or other Feeder Funds and products encounter Millennium's representatives. Certain of the Fund's prime brokers (or their affiliates) also advise private funds or clients that make investments in the Feeder Funds or may facilitate such investments in other ways. Neither Millennium nor the Fund directly compensate any prime broker for engaging in such activities (except in circumstances where Millennium is required to do so under applicable law). However, the events and other services provided by a prime broker may influence Millennium to some extent in selecting prime brokers and determining the extent to which a prime broker will be used. With respect to "soft dollar" arrangements, the conflicts that typically give rise to concerns underlying the use of soft dollars do not generally exist for Millennium, because the Fund (and not the General Partner) bears all of the expenses related to its own operation. Therefore, the use of soft dollars by Millennium generally does not result in any expense shifting between the General Partner, on the one hand, and the Fund (and, indirectly, investors in the Feeder Funds), on the other hand. Millennium has determined that the use of soft dollars will be limited to payment for research and brokerage products and services that Millennium believes meet the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934 ("Section 28(e)"), and the U.S. Securities Exchange Commission ("SEC") interpretations thereof, in jurisdictions and transactions where Section 28(e) applies. Although potentially outside the scope of Section 28(e), Millennium has also adopted a policy to the effect that the requirements of Section 28(e) should generally be satisfied by its non-U.S. management companies in addition to any local requirements that are applicable to a particular management company with respect to the use of soft dollars. Millennium generates soft dollars with commissions on securities transactions, and, in accordance with SEC interpretations, with markups, markdowns, commission equivalents or other fees paid to a dealer for executing a transaction. In addition, to the extent consistent with applicable regulatory requirements, soft dollars may be generated through futures transactions, certain principal transactions, non-U.S. transactions or other transactions. A consequence of the use of soft dollar arrangements is that, under U.S. generally accepted accounting principles, items that II-5 CONFIDENTIAL UBSTERRAMAR00004008 EFTA00239340

FOR EXISTING INVESTOR USE ONLY would otherwise be characterized as expenses in the consolidated financial statements of the Master Partnership will instead be subsumed within commissions. As a result, line-item expenses will appear smaller than they would have had soft dollars not been utilized. It is possible that some expenses paid through the utilization of soft dollar arrangements might be greater than if Millennium or the Fund had purchased the research or brokerage services in question directly or had produced them internally. In certain jurisdictions, separate research charges may be assessed alongside the Fund's transactions and collected by the Fund's trading counterparty, for the purpose of funding a research payment account controlled by Millennium. Such research charges are separate and independent of any commissions. Related-Party Transactions: Conflicts: Given the Fund's investment program, short-term market considerations are frequently involved. Turnover of portions of the Fund's portfolio, and, therefore, brokerage commissions, will be substantially greater than the turnover rates of other types of investment vehicles. Significant conflicts of interest among the Fund (and investors in the Feeder Funds), Millennium management entities and Millennium principals may exist from time to time. These conflicts include, but are not limited to, conflicts arising from businesses conducted by the Millennium management entities that are unrelated to, and may be competitive with, the businesses of the Fund, including sponsorship or management of other investment funds, conflicts related to third party fund investments, and the allocation of certain investments directly to affiliates, including the Feeder Funds. See "Related-Party Transactions; Conflicts." Certain Tax Matters As discussed under "Certain Tax Matters Relating to the Master Relating to the Master Partnership," the Master Partnership is an exempted limited Partnership: partnership under Cayman Islands law. The Master Partnership has received an undertaking as to tax concessions pursuant to Section 17 of the Exempted Limited Partnership Law (as amended) from the Governor in Cabinet of the Cayman Islands dated November 28, 2000, which provides that, for a period of 50 years from the date thereof, no law thereafter enacted in the Cayman Islands imposing any taxes to be levied on income or capital assets, gains or appreciation will apply to any income or property of the Master Partnership. 11-6 CONFIDENTIAL UBSTERRAMAR00004009 EFTA00239341

FOR EXISTING INVESTOR USE ONLY There can be no assurance that the U.S. or Cayman Islands tax laws or the tax laws of other relevant jurisdictions will not be changed adversely with respect to the Master Partnership, the Feeder Funds, or their respective investors or that their income tax status will not be successfully challenged by such authorities. Certain Reeulatory Matters: Fiscal Year: The Master Partnership's Independent Public Accountants: Prospective investors should consult their own advisers regarding tax treatment by the jurisdiction applicable to them. Investors should rely only upon advice received from their own tax advisers based upon their own individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partner's registration as an investment adviser. The General Partner is also registered as a commodity trading advisor with the U.S. Commodity Futures Trading Commission. Certain of the Fund's non-U.S. based investment managers are registered or licensed in their local jurisdictions, as described under "The Fund's Management, Structure and Operations— Affiliated Relying Advisers," and a number of affiliated entities are registered under the U.S. Commodities Exchange Act, as amended, as described under "Certain Legal and Regulatory Matters Relating to the Fund—U.S. Commodities Exchange Act." The fiscal year-end of the Master Partnership is December 31. The Master Partnership has retained Ernst & Young LLP, 5 Times Square, New York, New York 10036, certified public accountants, as its auditor. II-7 CONFIDENTIAL UBSTERRAMAR00004010 EFTA00239342

FOR EXISTING INVESTOR USE ONLY PART TWO: INFORMATION SPECIFIC TO THE FUND The Fund's Investment Program and Strategy Investment Objective The investment objective of the Fund (as defined herein) is to achieve above- average appreciation by opportunistically trading and investing in a wide variety of securities, instruments and other investment opportunities, and engaging in a broad array of trading and investment strategies. There are no substantive limits on the investment strategies that may be pursued by the Fund. As is described in greater detail below, in carrying out its investment program and strategies, the Fund may, directly or indirectly, trade, invest in or otherwise obtain exposure to U.S. and non-U.S. equity and debt securities (both public and non-public), currencies, futures and forward contracts, commodities, mortgage-backed and asset-backed securities, options and other derivative instruments, loan participations and other means of obtaining credit exposure to selected borrowers, and a variety of other investment opportunities. Portfolio Managers Millennium (as defined herein) is responsible for managing the capital of the Fund in accordance with the Fund's investment objectives. Millennium selects, monitors and evaluates Portfolio Managers (as defined herein) and allocates and reallocates the Fund's invested capital among them. Subject to the oversight of Millennium, the Portfolio Managers generally make day-to-day investment and trading decisions for the Fund. The term "Portfolio Manager" refers to a group, typically one to five individuals but sometimes many more, operating as a single team to manage a portion of the Fund's assets. In some instances a team-member is a sub-Portfolio Manager to whom day-to-day responsibility for oversight of a portion of a Portfolio Manager's portfolio is delegated. Although most of Millennium's Portfolio Managers are actively involved in the day-to-day investment decision-making process with respect to their respective strategies, Millennium may, and does, allocate capital to Portfolio Managers who manage larger teams and whose primary function is to oversee and manage other investment personnel that are responsible for making investment decisions within a particular strategy or strategies. Most Portfolio Managers are employed by Millennium, while certain others are third-party independent contractors not employed by Millennium, and in certain cases are Relying Advisers (as defined herein). Certain Portfolio Managers employed by Millennium form limited liability companies or other entities in connection with the performance of their services to Millennium. Portfolio Managers operate their respective trading groups and are primarily responsible for their groups' trading, personnel, and similar decisions, subject to Millennium's risk management, and, in the case of Portfolio Managers that are Millennium employees or that are Relying Advisers, to Millennium's supervision and control. Portfolio Managers that are independent contractors are responsible for hiring of personnel and certain other aspects of their business, although Millennium generally retains ultimate control over the Millennium accounts managed by such Portfolio Managers. 11-8 CONFIDENTIAL UBSTERRAMAR00004011 EFTA00239343

FOR EXISTING INVESTOR USE ONLY Millennium may also provide certain administrative or other services to such Portfolio Managers, and has done so for certain Portfolio Managers. Certain of such Portfolio Managers also manage capital for one or more other clients. Certain Portfolio Managers who were directly employed by Millennium or who managed assets of the Fund exclusively have become independent contractors or are now providing services to other clients, and others may do so in the future. Firm Trading Millennium also makes direct (i.e., not through Portfolio Managers) investments of the Fund's capital, either as a profit-seeking investment (e.g., direct trading activities) or as hedges or "contra" trades that seek to establish a reduction in certain of the Fund's exposures. Millennium's direct trading activities have included, and may in the future include, increasing (potentially materially) the Fund's exposure to certain strategies or positions or to netted positions held by a number of Portfolio Managers. However, there is no obligation for Millennium to engage in such activities. Additionally, there is no guarantee that direct trading activities will be profitable, and, with respect to increasing the Fund's exposure to certain strategies or positions, such activities may exacerbate any losses associated with such strategies or positions. Investments in Funds Managed by Third--Party Managers In some cases, the Fund's capital is invested in investment funds managed by third- party asset managers. The Fund or Millennium may also take an equity stake in the third- party management company. See "Related-Party Transactions and Other Accounts; Conflicts." Other Structures The Fund may also, from time to time, enter into joint venture arrangements (including with Portfolio Managers), co-invest with third parties, and provide seed capital to managers, or enter into relationships that encompass elements of more than one of these categories, as well as new structures that Millennium determines are appropriate for the Fund. Millennium may in the future establish additional Feeder Funds or investment vehicles that invest in the Master Partnership directly or through existing Feeder Funds, or establish new classes of shares or interests of existing Feeder Funds. The Master Partnership has invested and may continue to invest a portion of its assets in investment funds managed by third party Portfolio Managers. The Master Partnership's Organization Organization Organization of the Master Partnership; Master-Feeder Relationship. Millennium Partners, L.P. (the "Master Partnership") was initially organized in 1989 as a Delaware limited partnership and was redomiciled in the Cayman Islands as of January 1, 2000. The Master Partnership is registered as an exempted limited partnership in the Cayman Islands 11-9 CONFIDENTIAL UBSTERRAMAR00004012 EFTA00239344

FOR EXISTING INVESTOR USE ONLY and therefore, as described below under "Certain Tax Matters Relating to the Master Partnership — Certain Cayman Islands Tax Matters," general and limited partners in the Master Partnership are not currently subject to income, corporation, capital gains or other taxes in the Cayman Islands. Millennium Management LLC, a Delaware limited liability company (the "General Partner") is also registered as a foreign company in the Cayman Islands as required by Cayman Islands law for the general partner of an exempted limited partnership. The General Partner may change its legal structure in the future and become a limited partnership or similar limited liability vehicle without notice to investors in the Feeder Funds. The General Partner, its affiliated Relying Advisers (as defined herein) and other affiliated entities that participate in the management of the Master Partnership's assets are collectively referred to herein as "Millennium." Millennium may sponsor one or more additional investment vehicles, and in some cases Feeder Funds may invest in other assets including through managed accounts managed by the General Partner or its affiliates, which may to some degree compete with the Fund for some investment opportunities and may present additional conflicts. See "Related-Party Transactions and Other Accounts; Conflicts." The General Partner is the sole general partner of the Master Partnership, with substantially all of the power to control its affairs and operations. The Master Partnership currently accepts investments from a limited number of affiliated private funds that invest all or a portion of their assets, directly or indirectly, in the Master Partnership or the Master Partnership's trading subsidiaries or strategies (each, a "Feeder Fund" and each such Feeder Fund collectively, together with the Master Partnership, its trading subsidiaries or strategies and the entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "accredited investors" and "qualified purchasers" under the U.S. federal securities laws. Millennium USA primarily invests its capital in the Master Partnership. • Millennium International, Ltd. ("Millennium International"), an exempted company incorporated in December 1997 under the laws of the Cayman Islands, which accepts investments from persons who are not "U.S. Persons" and from tax-exempt U.S. Persons (e.g., 501(cX3) non-profit organizations and individual retirement accounts) that qualify as "accredited investors" and "qualified purchasers" under the U.S. federal securities laws. Millennium International primarily invests its capital indirectly in the Master Partnership, through its investment in Millennium Offshore Intermediate, L.P. ("Millennium Offshore Intermediate"), a Cayman Islands exempted limited partnership formed in May 2011. II-10 CONFIDENTIAL UBSTERRAMAR00004013 EFTA00239345

FOR EXISTING INVESTOR USE ONLY • Millennium Global Estate LP ("Millennium Global Estate"), a Delaware limited partnership formed in May 2000, which accepts investments only from insurance company segregated asset accounts, insurance company qualified general accounts and insurance dedicated partnerships that qualify as "accredited investors" and "qualified purchasers" under the U.S. federal securities laws. In accordance with the investment requirements imposed by applicable insurance laws and regulations, Millennium Global Estate invests a portion of its assets in the Master Partnership only as a part of a broader investment strategy. Subsidiaries The Master Partnership owns or controls a number of direct or indirect subsidiaries that may trade in their own names and are currently generally consolidated into the financial reports of the Master Partnership. Although there is currently no plan to do so, the Master Partnership may in the future invest in trading subsidiaries that take in outside investments, and the Feeder Funds may in the future invest directly in the Master Partnership's trading subsidiaries. Capital Structure The equity ownership of the Master Partnership is divided into general partner interests and limited partner interests. The interests differ in the amount of liability that they impose on their holders and in the ability to control the Master Partnership. The liability of limited partners is generally limited to the amount of invested capital at risk, while the liability of general partners can exceed invested capital. The Third Amended and Restated Limited Partnership Agreement of the Master Partnership, as amended or supplemented from time to time (the "Partnership Agreement"), grants the power to control the Master Partnership to the General Partner. The general partner interests and the limited partner interests both participate in the net capital appreciation and net capital depreciation of the Master Partnership, with the capital account of each partner being adjusted on a monthly basis to reflect changes in the Master Partnership's net asset value. There is no incentive compensation paid or allocated to the General Partner at the Master Partnership level. Certain Risk Factors Relating to an Investment in the Fund Prospective investors should consider the following factors in determining whether an investment in a Feeder Fund is a suitable investment: Business and Structural Risks Possible Effect of Withdrawals and Redemptions Substantial withdrawals of capital by a Feeder Fund from the Master Partnership in connection with investor withdrawals or redemptions could require the Master Partnership to liquidate investments more rapidly than might otherwise be desirable to raise the necessary cash to fund the withdrawals. Similarly, Feeder Funds or other investment CONFIDENTIAL UBSTERRAMAR00004014 EFTA00239346

FOR EXISTING INVESTOR USE ONLY vehicles established by Millennium from time to time may invest directly in certain entities through which the Fund invests its capital, and may add or withdraw capital from such entities from time to time without notice to investors in the Feeder Funds. There is a risk that substantial withdrawals and redemptions could be targeted for a single date or occur during a short period of time; moreover, contractual limits on withdrawals and redemptions and early withdrawal or redemption charges may be waived and will not apply upon the occurrence of a Trigger Event (as defined in Part One of the applicable version of this Confidential Memorandum) with respect to those classes of shares or interests of a Feeder Fund with a redemption right in the event of a Trigger Event. Additionally, as discussed below under "Leveraged Deferred Compensation and Similar Arrangements," certain contracts with counterparties who have provided leverage in connection with deferred compensation arrangements of principals and/or senior officers have invested in a class of shares of a Feeder Fund whereby the equity capital held by the counterparty can be withdrawn from the Feeder Fund under certain circumstances, without the imposition of contractual limits on withdrawals, and such terms are likely to be applicable in connection with similar arrangements expected to be established in the future for investments in the Feeder Funds that are not part of deferred compensation arrangements. As a result, the ability of the Fund to plan for and anticipate the volume of withdrawals and redemptions (other than the advance written notice requirements imposed by the Feeder Funds' organizational documents) can be limited. In the event that there are substantial withdrawals, the Fund could find it difficult to adjust its asset allocation and investment strategies to the suddenly reduced amounts of assets. In addition, in order to provide sufficient funds to pay the amounts withdrawn, the Fund might be required to close out positions at an inappropriate time or on unfavorable terms, and events of default and increased collateral requirements could be triggered under certain of the Fund's borrowing facilities and counterparty relationships. In the event of a high volume of withdrawals, such liquidation of positions could adversely affect the value of an investor's interests. Finally, to the extent that a Feeder Fund reduces the restrictions on redemptions that are applicable to its investors, the Fund may be in a position where it is attempting to liquidate less liquid positions to satisfy redemption requests from the other Feeder Funds' investors, which could adversely affect the value of an investor's interests. Furthermore, certain classes of shares of the Feeder Funds have different liquidity terms than other Feeder Funds, which may permit investors in such classes to withdraw capital at a time when investors in other classes are not permitted to do so. For example, Millennium Global Estate, which was established for insurance company segregated accounts, insurance company general accounts and insurance dedicated partnerships, permits withdrawals from limited partners' capital accounts in amounts necessary to satisfy death benefit obligations payable in respect of a limited partner's obligations under an insurance policy and under certain circumstances required by applicable law. Millennium may in the future establish additional classes or Feeder Funds or investment vehicles that invest in the Master Partnership which provide liquidity terms similar to those of Millennium Global Estate or otherwise permit investors to withdraw capital to comply with requirements that are outside of Millennium's control or otherwise at times when investors in other classes or Feeder Funds are not permitted to do so. II-12 CONFIDENTIAL UBSTERRAMAR00004015 EFTA00239347

FOR EXISTING INVESTOR USE ONLY Business Dependent on Key Individuals; Reliance on Portfolio Managers The success of the Fund is significantly dependent upon the expertise of a number of individuals including certain of those individuals listed under "The Fund's Management, Structure and Operations—Principal and Key Managers" below. If certain of these individuals or other individuals designated as such from time to time should cease to be involved in the ongoing operation of Millennium for any reason, the Fund may be exposed to the risk of termination of critical agreements containing "key man" clauses. In addition, in the case of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal of Mr. Englander, the Fund may be exposed to the withdrawal or redemption, without the imposition of contractual limits on withdrawals and redemptions or early withdrawal or redemption charges, of a substantial portion of the equity capital of the Fund. Millennium grants trading authority to a number of Portfolio Managers. The success of the Fund's investment program (and the return on investments in the Feeder Funds) depends generally on the performance of these Portfolio Managers, rather than on the trading and investing skills of Millennium itself. To the extent that Millennium is unable to select, manage, allocate appropriate levels of capital to and retain Portfolio Managers that, in the aggregate, are able to produce consistent positive returns for the Fund (particularly, outperforming Portfolio Managers) or, conversely, to the extent that Millennium does not adequately monitor, supervise and allocate capital away from Portfolio Managers that are underperforming, the performance of the Fund (and the return on investments in the Feeder Funds) will be adversely affected. Portfolio Managers who are successful may be able to negotiate agreements providing for additional compensation to them, which will reduce the profits available to the Feeder Funds and their investors. Investment by Related Parties of Millennium The principal, senior officers and certain employees of Millennium, and other related parties, may invest in, or have an interest in the returns of, the Fund through a number of channels, including in certain cases through deferred compensation arrangements. Some of these investments have been leveraged through the extension of credit by a third party to the investment vehicle through which these parties invest. In connection with structuring these investments, the third parties typically make an investment in a class of shares or interests of the relevant Feeder Fund that is entitled to more favorable liquidation and other rights than other classes under certain circumstances. For example, upon the occurrence of certain events, including declines in the capital of the Master Partnership or such Feeder Fund below pre-determined thresholds and changes in senior management, such extensions of credit can be terminated by the counterparties and the shares or interests of the Feeder Fund pledged to or held by the counterparties (up to an amount necessary to repay the extension of financing) can be redeemed or withdrawn without the imposition of contractual limits on redemptions or withdrawals or early redemption or withdrawal charges, on either a monthly or quarterly basis. In addition, Portfolio Managers (and related personnel) are given the opportunity to invest in entities through which they are able to achieve the rate of return of their own strategies. Such investments only share in the expenses generally allocated to such portfolio for purposes of determining compensation of Portfolio Managers and not the expenses of a Feeder Fund II-13 CONFIDENTIAL UBSTERRAMAR00004016 EFTA00239348

FOR EXISTING INVESTOR USE ONLY or the Master Partnership generally. Such entities could also lead to potential conflicts of interests. (See "Related-Party Transactions and Other Accounts; Conflicts; Portfolio Manager Investment in Own Strategies".) While Millennium believes that in substantially all situations these kinds of relationships are useful in aligning the interests of management and Portfolio Managers with those of investors, they can lead to situations where the interests of management or Portfolio Managers diverge from those of other investors. Competition The success of the Fund is dependent upon the talents and efforts of highly skilled individuals. Millennium faces intense competition in attracting and retaining successful Portfolio Managers. Millennium's ability to continue to compete effectively will depend upon its ability to identify and attract new successful Portfolio Managers and retain and motivate existing successful Portfolio Managers, and the failure to do so may have a material adverse effect on the Fund. In addition, at any given time, a relatively small number of Portfolio Managers may be responsible for a significant majority of the Fund's positive performance. The investment management field is intensively competitive and there are few bathers to entry. As a result, the Fund's Portfolio Managers are constantly facing new competition for profitable transactions, and successful portfolio managers from existing firms, including Millennium, may form new firms engaged in strategies similar to those employed by Millennium. To the extent any such competitors are successful, the opportunities available to the Fund, and its potential profitability, may be reduced. Role of Technology The Fund is heavily dependent on its technology and communications links. On the trading side, the ability to gather large amounts of current and historical data, process that data against a static or dynamic trading model, and execute trades before a window of opportunity (which can be open for as little as a few milliseconds) closes is of critical importance to some of the Fund's Portfolio Managers. The Fund's operations function relies heavily on technology for processing and settling trades. For compliance purposes, the availability of highly accurate, auditable data is important for monitoring compliance with applicable regulations. While Millennium devotes significant resources to the firm's technology and communications needs, the Fund may experience disruptive or gradual technological or communications failures that could result in substantial economic damages (including missed opportunities for profit) to the Fund. Millennium has outsourced certain information technology services and may, at any time and without notice to investors, determine to outsource a substantial amount of the information technology services that Millennium currently provides to the Fund. Millennium may also determine at any time to use internal resources to provide information technology services that currently are (or may in the future be) outsourced. To the extent that the Fund outsources such services, the Fund's operations may be highly dependent on such services and the successful operation of such services will often be out of the Fund's or Millennium's control. The failure of one or more outsourced services could have a material adverse effect on the Fund. 11-14 CONFIDENTIAL UBSTERRAMAR00004017 EFTA00239349

FOR EXISTING INVESTOR USE ONLY In addition, there can be no assurance that the Fund's technology and communications links will continue to be able to accommodate its growth, or that the cost of maintaining such systems will not increase from its current level. Such a failure to accommodate growth or such an increase in costs could have a material adverse effect on the Fund. Cybersecuriry Risk As part of its business, Millennium processes, stores and transmits large amounts of electronic information, including information relating to the strategies and transactions of the Fund, proprietary software, and personally identifiable information of prospective, current and former investors in the Feeder Funds, and other persons. Similarly, Millennium and the Fund have numerous service providers and such service providers, including the Administrator, process, store, transmit or access such information. Millennium has procedures and systems in place that are designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and have become increasingly more sophisticated, and may be difficult to prevent or detect. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Millennium may be susceptible to compromise, leading to a breach of Millennium's network. Millennium's systems and facilities may be susceptible to employee error or malfeasance, government surveillance or other security threats. On-line services provided by Millennium to investors in the Feeder Funds may also be susceptible to compromise. Breach of Millennium's information systems may cause information relating to the transactions of the Fund and personally identifiable information of investors in the Feeder Funds or others to be lost or improperly accessed, used or disclosed. Millennium's and the Fund's service providers are subject to the same electronic information security threats as Millennium. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the strategies and transactions of the Fund and personally identifiable information of investors in the Feeder Funds may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Millennium's or the Fund's proprietary information may cause Millennium or the Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Fund and the Feeder Fund investors' investments therein. Millennium seeks to maintain insurance covering potential cybersecurity risk. However, there can be no assurance as to the adequacy of such coverage, and cybersecurity coverage is complex, relatively new and untested in the market and there is significant potential uncertainty regarding the extent to which cyber-related losses or expenses may be able to be recovered under such a policy. II-I5 CONFIDENTIAL UBSTERRAMAR00004018 EFTA00239350

FOR EXISTING INVESTOR USE ONLY Business Continuity Millennium's headquarters, located in New York, are important to the continued business of the Fund. A disaster or a disruption in the infrastructure that supports the Fund's businesses, including a disruption involving electronic communications or other services used by the Fund or third parties with whom it conducts business, or directly affecting Millennium's headquarters, may have a material adverse impact on the Fund. Although the Fund provides redundancy and diversity for communications and related systems wherever practicable and although it has a business continuity plan, which includes, among other features, replication of certain data to geographically diverse locations and replication of communications links, there can be no assurance that these measures will be sufficient to mitigate the harm that may result from such a disaster or infrastructure disruption. Some types of potential disasters, such as mass influenza or contagion, are not susceptible to minimization through recovery sites or contingency plans and certain disasters may not be foreseeable. Portfolio Manager and Related Compensation Structure Risk Portfolio Managers are primarily compensated through performance-based compensation (which is borne by the Feeder Funds as described below) determined as a percentage of profits earned by the Portfolio Manager during the preceding calendar year, with profits measured on an accrual (i.e., mark-to-market) basis, and without taking into account the performance of other Portfolio Managers or of the Fund generally. If a Portfolio Manager suffers net losses during the year, generally the losses are carried forward and past losses must be made up before performance-based compensation becomes payable in subsequent years. Portfolio Managers also receive a salary or"base" fees, which are generally treated as an advance against their profits interests if there are profits (although for certain Portfolio Managers may instead be treated as an expense of their respective accounts). There is generally no "carryback" or "clawback" of losses to permit recouping of profit interests from prior years. Portfolio Managers with positive performance will receive performance-based compensation even if the Fund's overall returns are negative. Millennium has agreed and may in the future agree to "guarantee" a level of compensation for a Portfolio Manager or other personnel for a particular year (or years) or to replace compensation that a Portfolio Manager or other personnel has forfeited in connection with the termination of prior employment. Millennium has from time to time negotiated and may in the future negotiate different compensation arrangements with Portfolio Managers and other personnel than those described above. This compensation structure inevitably may be seen to create an incentive for a Portfolio Manager to accept significant risks, in excess of levels that the Fund might find acceptable, in seeking to obtain profits, particularly near the end of a year in which losses have been incurred. Nonetheless, the Fund has found the compensation scheme generally effective over time in providing trading incentives that correspond appropriately to the Fund's goals. Millennium's principal and senior management collectively have a relatively large investment in the Fund (both by direct investment in one or more Feeder Funds and through deferred compensation arrangements, which earn a return (or suffer losses) identical to the return (or loss) of one of the Feeder Funds), so that senior management's II-16 CONFIDENTIAL UBSTERRAMAR00004019 EFTA00239351

FOR EXISTING INVESTOR USE ONLY interests in such matters are reasonably well aligned with the interests of investors generally. In addition, certain personnel who assist in overseeing groups of Portfolio Managers (e.g., the head of a particular strategy) receive compensation based on the overall performance of such Portfolio Managers. The compensation of Portfolio Managers and such personnel responsible for overseeing Portfolio Managers (as well as other Millennium employees) is separate from and in addition to the performance- or asset-based compensation received by Millennium from the Feeder Funds, which compensates Millennium for services provided by its principal. Such expense is deducted prior to calculation of the performance- or asset-based compensation received by Millennium from the Feeder Funds. Incentive Allocation The performance-based compensation earned by Millennium from the Feeder Funds, could, under some circumstances, create an incentive for Millennium to cause the Fund to make investments that are riskier or more speculative than would be the case if such compensation were not performance-based, particularly in any period after losses have been suffered. In addition, because such compensation is calculated on a basis that includes unrealized appreciation of the Fund's assets, the total compensation paid will be different from (and may be greater than) the result that would have been obtained if such compensation were based solely on realized gains. (See also "Certain Market and Investment Risks—Valuation Risk.") Transaction Fees Resulting From Uncoordinated Trading; Asymmetric Performance Investment decisions of the Fund are, in many cases, made by the Portfolio Managers independently of each other so that, at any particular time, one Portfolio Manager may be purchasing shares of an issuer whose shares are being sold at the same time by another Portfolio Manager. Risk management decisions to take positions that offset the aggregate positions of the various Portfolio Managers may lead to a similar result. Transactions of this sort will inevitably result in the Fund's directly or indirectly incurring certain transaction costs without accomplishing any net investment result for the Fund as a whole. It is possible that, from time to time, various Portfolio Managers may be competing with each other for the same positions in one or more markets. Issuance of Debt or Preferred Securities and Similar Arrangements The Fund may, without notice to or consent from existing investors, issue or guarantee classes of capital, preferred equity, debt and convertible debt, or enter into similar arrangements, including letters of credit, or list a class of shares or interests of a Feeder Fund or an Other Account (as defined below) on an exchange, which may provide the holders thereof or parties thereto terms that are different from, and in some cases, preferential to, the terms applicable to the interests held by existing investors in the Fund. Such terms could include, among others, a security interest over certain assets of the Fund II-17 CONFIDENTIAL UBSTERRAMAR00004020 EFTA00239352

FOR EXISTING INVESTOR USE ONLY that would provide the holder thereof or party thereto the right to foreclose upon such assets following the occurrence of certain trigger events such as insolvency, bankruptcy or a suspension of withdrawals. If such securities are outstanding or such an arrangement exists and a trigger event occurs, it is possible that holders thereof or parties thereto would be entitled to receive assets of the Fund in satisfaction of its obligations to them at a time when investors in the Feeder Funds are not able to redeem their interests. In the event that a class of shares or interests of a Feeder Fund or Other Account is listed on an exchange, Millennium's regulatory burden may be increased and disclosures provided to investors in the Feeder Funds may be required to be altered, among other potential changes. Intellectual Property In some cases, a Portfolio Manager may use its own intellectual property in the investment strategies utilized for the Fund. Millennium requires the Portfolio Manager to make representations and warranties about its ownership of such intellectual property. However, if a Portfolio Manager is later found to have infringed upon another party's intellectual property, the Fund may be adversely affected, including by having to disgorge profits generated by the use of such intellectual property. Additionally, because such intellectual property is in some cases owned by the Portfolio Manager, the Fund's ability to review it for compliance or other purposes may be limited, and even if able to review it, the complexity of the intellectual property may make it difficult to review and monitor. Furthermore, if a successful Portfolio Manager who owned the intellectual property utilized in any strategy of the Fund were to leave the Fund, the Fund would have no ability to continue to trade the particular strategy using the intellectual property. Formation of Additional Funds Millennium has organized and retains the right to organize additional investment vehicles and to advise additional clients. As set forth below in the section entitled "Related-Party Transactions and Other Accounts; Conflicts," the existence of such additional vehicles or accounts presents a number of conflicts between them and the Fund. Such conflicts may subject investors in the Feeder Funds to a risk of loss that would not exist in the absence of such conflicts. Millennium will attempt to resolve such conflicts by making allocations and other judgments on a basis that it believes to be fair and equitable under the circumstances, but there can be no guarantee that such actions will reduce or minimize the associated risk. Governmental Entity Investors Governmental entities, including, but not limited to, pension plans maintained by governmental agencies and instrumentalities, may invest in the Feeder Funds. Such investors may be subject to laws that affect the applicability or enforcement of certain terms generally governing the Feeder Funds. Investment in a Feeder Fund by certain governmental entities may subject the Feeder Fund and/or Millennium to increased 11-18 CONFIDENTIAL UBSTERRAMAR00004021 EFTA00239353

FOR EXISTING INVESTOR USE ONLY regulatory burdens and public disclosures about the Feeder Fund, its investors and its activities. Certain Market and Investment Risks Investment and Trading Risks in General Inherent in any investment in securities is the risk of losing the invested capital. Millennium believes that the Fund's investment program and the Portfolio Managers' research techniques moderate this risk through a careful selection of securities and investment opportunities, as well as through the application of Millennium's ongoing qualitative and quantitative risk assessment and management program. However, no guarantee or representation is made that the Fund's investment program will be successful or profitable, and investment results may vary substantially over time. The Fund's investment program will utilize investment techniques such as option and derivative transactions, limited diversification, margin transactions, short sales, and futures and forward contracts, which can, in certain circumstances, maximize the adverse impact of any loss or adverse event to which the Fund may be subject. (See "The Fund's Investment Program and Description: Eligible Investments" and "The Fund's Investment Program and Description: Investment Strategies.") Millennium does not, in general, attempt to measure or hedge all market or other risks inherent in the Fund's portfolio, and seeks to measure and hedge certain risks, if at all, only partially. Specifically, Millennium may choose not, or may determine that it is economically unattractive, to hedge certain risks, instead relying on diversification in an attempt to mitigate the risks. Additionally, Millennium's direct trading activities may increase the Fund's exposure to certain strategies or positions, which may exacerbate any losses associated with such strategies or positions. (See "The Fund's Investment Program Strategy—Firm Trading.") As discussed below, the Fund is not limited to any specific policies or requirements for diversification or risk mitigation. General Market and Economic Risk Most trading strategies utilized by the Fund involve some, and occasionally a significant degree of, market risk. The profitability of the Fund, and, consequently, each Feeder Fund, depends, in significant part, upon Millennium's and the Portfolio Managers' correctly assessing future price movements of securities and other financial instruments. The Fund cannot assure any investor in a Feeder Fund that Millennium or the Portfolio Managers will accurately predict these price movements. Additionally, unanticipated illiquidity in a market could lead to substantial losses or mean that the Fund is unable to close out certain positions when it wishes. The success of the Fund's activities also will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund's investments) or regulations (or their interpretation), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security II-I9 CONFIDENTIAL UBSTERRAMAR00004022 EFTA00239354

FOR EXISTING INVESTOR USE ONLY operations). These factors will affect the level and volatility of the prices of securities, commodities and other financial instruments and the liquidity of the Fund's investments. Illiquidity or significant changes in volatility could impair the Fund's profitability or result in losses. The Fund invests in the U.S. and a number of other countries. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, relative currency appreciation or depreciation, asset reinvestment opportunities, resource self-sufficiency and balance of payments position. Further, certain economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade bathers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation than others. Potential Interest Rate Increases The U.S. has for some time been experiencing historically low interest rate levels. However, the continued recovery of the U.S. economy and recent and potential U.S. government policy increase the likelihood that interest rates will continue to rise in the near future. Any future interest rate increases may result in periods of volatility and would cause the value of long fixed income positions held by the Fund to decrease, which could result in substantial withdrawals or redemptions that, in turn, force the Fund to liquidate such securities at disadvantageous prices negatively impacting the performance of the Fund. Extraordinary Market Conditions and Governmental Actions Unpredictable or unstable market conditions may result in reduced opportunities to find suitable investments to deploy capital or make it more difficult to exit and realize value from the Fund's existing investments. An example of this sort of instability started in 2007, when markets experienced significant losses arising largely because global credit spreads widened materially, equity index levels declined and many funds liquidated assets. In reaction to the extreme losses and volatility in commodities and securities markets and the failure of credit markets to function normally, regulators in several countries undertook extraordinary regulatory actions in 2008, including, but not limited to, short-selling restrictions. Regulators and central banks in the U.S. and other countries continue to consider and implement measures intended to stabilize and encourage growth in U.S. and global financial markets. Millennium believes that the Fund may be materially and adversely affected by similar or other events in the future. For example, markets may experience extreme volatility and losses and the Fund may be unable to hedge, or effectively hedge, certain material risks. In the long term, there may be significant new regulations that could limit the Fund's activities and investment opportunities or change the functioning of capital markets. Consequently, the Fund may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or II-20 CONFIDENTIAL UBSTERRAMAR00004023 EFTA00239355

FOR EXISTING INVESTOR USE ONLY effectively managing its risks. It is important to understand that the Fund can incur material losses even if it reacts quickly to difficult market conditions and there can be no assurance that the Fund will not suffer material adverse effects from broad and rapid changes in market conditions and related regulatory actions. Counierpariy Risks The Fund may enter into many transactions, including derivative and other over- the-counter transactions, with or through third parties in which the failure of the third party to perform its obligations could have a material adverse effect on the Fund. The counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. The assets of the Fund and its trading affiliates generally are held in accounts maintained for them by their prime brokers or in accounts with other market participants, including non-U.S. sub-custodians selected by the prime brokers. The accounts generally are not segregated, bankruptcy-remote accounts titled in the owner's name and, therefore, a failure of any broker or market participant is likely to have a greater adverse impact than if the assets, or the accounts in which they are held, were registered in the name of the Fund or its affiliate. In addition, because the Fund's and its affiliates' securities generally are held in margin accounts, and the prime brokers have the ability to loan those securities to other persons, the Fund's or an affiliate's ability to recover all of its assets in the context of a bankruptcy or other failure of a prime broker may be further limited. The Fund and its affiliates may transact with counterparties (including prime brokers) located in various jurisdictions outside the United States. The local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Fund's or its affiliates' assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Fund and its assets. Investors should assume that the insolvency of any significant counterparty would result in a loss to the Fund, which could be material. If any counterparties of the Fund's or its affiliates were to become insolvent or the subject of liquidation proceedings, there exists the risk that the recovery of the Fund's or its affiliates' securities and other assets from the prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to the prime broker or broker-dealer. Additionally, there is a risk that positions that are reasonably hedged may become "unhedged" as a result of the effect of insolvency proceedings. II-2I CONFIDENTIAL UBSTERRAMAR00004024 EFTA00239356

FOR EXISTING INVESTOR USE ONLY Investments in Emerging Markets Investing in the securities of companies (and, from time to time, governments) in emerging markets involves certain considerations not usually associated with investing in securities of companies based in developed countries or those of governments of developed countries, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation or similar risks, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; evolving and relatively unsophisticated laws and regulations applicable to the securities and financial services industries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Fund's investment opportunities. In addition, accounting and financial reporting standards generally are not as high as U.S. and other developed country standards and, consequently, less information is typically available concerning companies located outside of developed countries than for those located in the U.S. and other developed countries. As a result, the Fund may be unable to structure its transactions to achieve the intended results or to mitigate risks associated with such markets. It may also be difficult to enforce the Fund's rights in such markets. For example, securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to the Fund under such laws and regulations may be unavailable. As another example, the Fund may be exposed to the direct and indirect consequences of potential or actual political, economic, social and diplomatic changes in China. The Fund and any investments it may make in China may be subject to the following significant risks among others: volatility in exchange rates and other economic imbalances resulting from continued state involvement as China transitions to a market-driven economy; expropriation; less stringent and less uniform financial reporting standards, practices and disclosure requirements of publicly listed Chinese companies, lack of publicly available information about Chinese companies and unreliability of official data; and increasing geopolitical, governmental, economic and social instability in China. Limited Diversification In the normal course of making investments, by virtue of the Fund's multi-strategy, multi-manager approach, the Fund is generally expected to have a diverse investment portfolio. While Millennium monitors investment concentrations for risk management purposes, it does not establish fixed limits and guidelines regarding diversification of investments to be followed by the Fund as a whole. As a result, the Fund's portfolio could, to a certain degree, become concentrated in a single issuer, industry, market or sector. The concentration of risk may increase losses suffered by the Fund. It is also possible that the Fund could become concentrated in any one strategy, and the investments of the strategy may be more illiquid than the investments in another strategy. In addition, it is possible that Millennium may select Portfolio Managers who make investments that are concentrated in a limited number of types of financial instruments. This limited diversity may lead to greater volatility than would otherwise be the case, and could expose the Fund 11-22 CONFIDENTIAL UBSTERRAMAR00004025 EFTA00239357

FOR EXISTING INVESTOR USE ONLY to losses disproportionate to market movements in general. Even when Millennium attempts to control risks and diversify the portfolio, risks associated with different assets may be correlated in unexpected ways, with the result that the Fund faces concentrated exposure to certain risks. Although Millennium attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Any inadequacy or failure in Millennium's risk management efforts could result in material losses for the Fund. Borrowing and Lending Activities and Margin Requirements The Fund borrows, pledges, loans and otherwise finances assets on both a secured and an unsecured basis and may issue notes or enter into credit agreements, indentures or other financing arrangements in order to achieve efficient financing structures. At any given time, the outstanding contractual obligations of the Fund are likely to total well in excess of its equity. There is no restriction on the ability of the Fund to borrow or enter into such contractual obligations. The brokers and market counterparties with which the Fund transacts will usually have a secured claim against the assets of the Fund that are on deposit with the brokers or counterparties, senior to the claim of the Feeder Funds (and their investors). Significant losses from investment activities or changes in market conditions that affect the assets could result in the brokers' or counterparties' foreclosing on the assets securing the obligations. The Fund may maintain balances with certain counterparties in excess of margin requirements or other obligations to such counterparties (i.e., "excess collateral"). In the event of the insolvency of the financing provider under such an arrangement, the Fund's claim for the value of such excess collateral would be unsecured. While the Fund seeks to enter into "lockup" agreements with many of its key equity prime brokerage counterparties limiting the ability of those counterparties to change financing or margin terms, recall loans or refuse to execute trades for a period of time after notice is given absent an event of default or other termination event under the agreements, creditors that provide financing to the Fund may, in certain circumstances, accelerate a loan and require repayment in full upon the occurrence of certain events, including: (i) changes in key management; (ii) suspension of redemptions; (iii) violations of minimum capital levels; (iv) the imposition of regulatory sanctions on the Fund or its key personnel that would materially and adversely affect the Fund's ability to conduct its business or perform under the agreements; or (v) certain market conditions, including in the event that such counterparty is no longer able to secure financing. In addition, market conditions may make it difficult to obtain committed financing for extended periods of time or at all, particularly when assets securing the financing are less liquid and such agreements may not be available or economically attractive with respect to certain asset classes. In many cases, when such lockup agreements are not in place, the banks and dealers that provide financing to the Fund may apply discretionary margin, "haircut" financing and security and collateral valuation policies. Changes by banks and dealers in such policies, or the imposition of other credit limitations or restrictions, including those due to market circumstances or governmental, regulatory or judicial action, may result in large margin calls, requirements to post additional collateral, loss of financing, forced liquidation of II-23 CONFIDENTIAL UBSTERRAMAR00004026 EFTA00239358

FOR EXISTING INVESTOR USE ONLY assets , termination of swap or repurchase agreements or cross defaults to agreements with the same or other counterparties. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The imposition of any such limitations or restrictions could compel the Fund to liquidate all or part of its portfolio at disadvantageous prices. Assets loaned by the Fund to third parties or collateral used to finance borrowing may not be required to be kept segregated by the third parties, and may be subject to the claims of other creditors of the third parties. Third parties that enter into financing transactions with the Fund may default on their obligations to return the Fund's assets or pay amounts owed to the Fund. Additionally, the Fund may experience a delay in the recovery of or loss of rights in the collateral, if any. Liquidity; Availability of Credit The Fund's investment strategies depend on the availability of credit in order to permit the financing of its portfolio. The Fund's liquidity could be impaired by an inability to access debt markets, an inability to sell assets or unforeseen outflows of cash or collateral. Any or all of these situations could arise due to circumstances that the Fund may be unable to control, such as a general market disruption or an operational problem that affects third parties. A lack of liquidity has historically been the cause of substantial losses in the securities industry. Liquidity risk will be increased if the Fund is required to liquidate positions to meet margin requirements, margin calls or other funding requirements. If there are other market participants seeking to dispose of similar financial instruments at the same time, the Fund may be unable to sell the financial instruments or prevent losses relating to the financial instruments. In times of market stress, the liquidation of securities that are generally regarded as highly liquid nonetheless may result in the Fund incurring significant losses. Furthermore, if the Fund incurs substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be impaired. The ability of counterparties to take actions following declines in investment values which result in the forced liquidation of highly leveraged positions in declining markets, including as a result of the Fund's having insufficient liquidity to meet margin calls, could subject it to substantial losses. Millennium may fail to adequately predict the liquidity that the Fund requires to address counterparty requirements relating to falling values of investments being financed by the counterparties, which could result not only in losses related to the investments, but also in losses related to the need to liquidate unrelated investments in order to meet the Fund's obligations. The Fund's losses may be magnified in the event that significant capital is invested in highly leveraged investments or investment strategies. Such losses would result in a decline in assets, may lead to requests from investors in the Feeder Funds to redeem or withdraw remaining assets, and may damage the Fund's reputation. Cost and Availability of Financing The Fund obtains significant financing from counterparties that are regulated entities subject to regulatory capital requirements, which require the counterparty to II-24 CONFIDENTIAL UBSTERRAMAR00004027 EFTA00239359

FOR EXISTING INVESTOR USE ONLY maintain certain core capital and risk-based capital ratios and limit the type of assets that qualify as capital. In addition to the capital requirements, counterparties (or an applicable affiliate from which a counterparty obtains internal funding) that are depository institutions are required to comply with (i) reserve requirements that require an institution to maintain cash reserves at least equal to a certain percentage of the total value of all its transactional accounts and non-personal time deposits, and (ii) liquidity requirements that require an institution to maintain cash and other liquid assets at least equal to a certain percentage of the total value of its net withdrawable deposit accounts and borrowings payable in one year or less. These regulatory capital, reserve, and liquidity requirements have become more stringent with the implementation of the standards set forth in the Basel Committee's 2010 capital and liquidity reform package known as Basel III. The implementation of Basel III may cause the cost of financing obtained by the Fund from such counterparties to become more expensive or, in some cases, unavailable. Additionally, the margin and collateral requirements of the Fund with respect to such financing may also increase. An increase in financing costs may cause certain of the Fund's trading strategies to become less profitable or unprofitable. Additionally, an increase in the margin and collateral requirements with respect to financing may adversely affect the Fund in other ways. Financial Transaction 'hires ("FITs ) A number of European countries have adopted or proposed FTTs covering a wide variety of financial transactions, including transactions in equity and debt securities and derivatives and certain "high frequency" trading activity. The European Commission has proposed a pan-European FTT in at least 11 Member States that based on current proposals would levy the tax at a minimum level of 0.1% of the value of transactions in debt or equity securities and 0.01% of the value of derivative transactions. There have also been discussions of proposing an FIT in the U.S. In the future, additional countries may adopt FTTs and countries that have adopted FTTs may seek to expand the scope of transactions that are subject to FTTs. There are a number of uncertainties with respect to the calculation, remittance and enforcement of such Ms. The FTTs that have been adopted increase the cost of trading affected financial instruments and in some instances contain measures designed to preclude avoidance of the tax by trading, for example, in derivative instruments. In some instances, such FTTs and administrative costs associated with them would make it prohibitive for the Fund to engage in trading activity subject to the tax, and there may be no alternative means of trading in equivalent instruments. Any such measures are likely to increase the costs of the Fund's business, reduce the trading opportunities open to the Fund, or both, and their effect could be material. Position Limits "Position limits" imposed by various regulators or self-regulatory organizations and exchanges may also limit the Fund's ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that the Fund II-25 CONFIDENTIAL UBSTERRAMAR00004028 EFTA00239360

FOR EXISTING INVESTOR USE ONLY and Other Accounts may be aggregated. To the extent that the Fund's position limits were aggregated with an affiliate's position limits, the effect on the Fund and resulting restriction on its investment activities may be significant. If at any time, positions managed by Millennium were to exceed applicable position limits, Millennium would be required to liquidate positions, which might include positions of the Fund, to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, the Fund might have to forego or modify certain of its contemplated trades. Exposure to Material Non-Public Information. From time to time, Portfolio Managers or other personnel receive material non- public information related to the investments of the Fund or Other Accounts with respect to an issuer of publicly traded securities. In such circumstances, the Fund may be prohibited by law, policy or contract, including any "restricted list" Millennium maintains, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer and/or (iii) pursuing other investment opportunities related to such issuer. Indebtedness The Fund customarily borrows funds on a secured basis. The Fund may also borrow through the issuance of notes. In the event that funds available to the Fund were insufficient to meet principal or interest obligations on indebtedness (by reason of acceleration of the indebtedness or otherwise), then funds would not be available to the Feeder Funds for equity redemptions or withdrawals or for other purposes. Additionally, the terms of any indebtedness or related agreements could include covenants restricting the ability of the Fund to take actions, or waive conditions, that might otherwise have been taken for the benefit of the Feeder Funds and ultimately their investors. One such covenant might include a limitation on the Fund's ability to pay equity distributions, if, for example, the Fund's net asset value were to drop below a specified threshold as a result of the payment. There is no limitation on the right or ability of the Fund to enter into any such borrowing arrangements or related agreements. Valuation Risk The Administrator issues the Fund's net asset value on a monthly basis after performing certain checks on valuation and independent verification and reconciliation of the Fund's assets and liabilities, as well as reviewing and recording of the Fund's expenses. Valuations of publicly traded security positions are compared to market data independently obtained from third party market data providers. Valuations of some other securities positions are compared to information received from third parties, including brokers and independent valuation service providers. Securities positions and cash balances are reconciled with the Fund's records based upon confirmations or statements that the Administrator independently receives from prime brokers and other financial institutions which hold assets of the Fund. The procedures performed do not constitute an audit in accordance with auditing standards generally accepted in the United States. (although the financial statements of the Master Partnership are audited in accordance with such II-26 CONFIDENTIAL UBSTERRAMAR00004029 EFTA00239361

FOR EXISTING INVESTOR USE ONLY standards by the Master Partnership's independent auditors on an annual basis). The verification and review work conducted by the Administrator does not constitute a 100% verification of the valuation work of Millennium. The initial processes for determining the fair value of the Fund's positions (which are generally subject to verification by the Administrator) are administered by Millennium's Valuation Committee, which is comprised of persons independent from specific portfolio management decisions. The fair value of the Master Partnership's positions is determined using a number of methodologies described in Millennium's valuation policies and procedures as amended or revised from time to time, which may, in some cases, involve the exercise of a significant degree of judgment by Millennium. The methodologies Millennium's Valuation Committee uses in valuing individual investments are based on a variety of estimates and assumptions specific to the particular investment, and actual results related to the investment therefore may vary materially as a result of the inaccuracy of the assumptions or estimates. In addition, the Fund may at times hold illiquid investments in industries or sectors that are unstable, in distress or undergoing some uncertainty, and such investments are subject to rapid changes in value. The values of investments reflected in the net asset value of the Fund (which is used to calculate performance-based compensation as well as prices paid or payable in connection with withdrawals or redemptions and new investments) may not always reflect the prices that would actually be obtained by Millennium on behalf of the Fund if the investments were immediately liquidated. The Fund's audited financial statements generally are prepared in accordance with GAAP. Accounting Standards Codification 820, Fair Value Measurements and Disclosures, defines and establishes a framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements. Under rare circumstances, certain of the Fund's assets or liabilities may be assigned a value under Millennium's valuation policies and procedures that diverges from their valuation in accordance with GAAP. Investments in Third-Party Investment Funds The Fund has invested and may continue to invest a portion of its assets in investment funds managed by third parties. The Fund generally will have less ability to (i) monitor the investments, (ii) regularly obtain full, current information and (iii) exercise control rights over the investments, than it has with respect to other allocations of capital of the Fund. In addition, the Fund may not be able to withdraw assets from third-party funds at times when it might otherwise wish to do so. With respect to any such assets, the Fund generally relies on the valuations provided by the third-party funds and generally will not have sufficient information to be able to confirm or review the accuracy of the valuations. In the event that the Fund does not receive a valuation from a third-party fund, or determines, in its sole discretion, that a valuation is inaccurate or incomplete, the Fund may, in its sole discretion, determine the fair value of its interests in the third-party fund independently of the valuations provided by the third-party fund based on information available to, and factors deemed relevant by, the Fund at the time. II-27 CONFIDENTIAL UBSTERRAMAR00004030 EFTA00239362

FOR EXISTING INVESTOR USE ONLY Trade Execution Risk Many of the investment techniques used by the Portfolio Managers require the rapid and efficient execution of transactions, or the ability of the Portfolio Managers to accumulate or liquidate large positions. Inefficient execution can impair realization of the market opportunities sought with the techniques. Trade Error Risk Occasionally, transactions may be executed erroneously on terms other than those intended by the Fund or a Portfolio Manager. For example, a transaction may be executed in the wrong asset, for the wrong quantity or price, to buy when the Fund or a Portfolio Manager meant to sell, to sell when the Fund or a Portfolio Manager meant to buy, or by reason of a programming error in a trading program. Programming errors could also lead to the submission of repetitive orders or orders otherwise made in excess of any intention, or could cause an algorithm-driven program to bypass risk management or other controls. Except to the extent otherwise required by law, the Fund will bear the losses or costs of any such errors, unless Millennium determines that the error occurred due to fraud, gross negligence or reckless or intentional misconduct by Millennium (or, in certain circumstances, its agents) or Millennium determines that it is appropriate to charge a Portfolio Manager for the costs and expenses of the error. Given the potentially large volume of transactions executed on behalf of the Fund, investors should expect that trade errors will occur from time to time. Risks of Certain Trading Strategies, Techniques and Instruments Investment Strategies of the Portfolio Managers Portfolio Managers, among other things, will seek to use specialized investment strategies, follow allocation methodologies, apply investment models or assumptions, and enter into hedging and other strategies intended to affect their performance and risk levels. The Fund cannot guarantee that any Portfolio Manager will have success in achieving any goal related to those practices. Relative Value and Fundamental Value Strategies Certain Portfolio Managers may engage in both relative-value/arbitrage and fundamental-value strategies with directional exposures. Certain Portfolio Managers will use elements of both approaches in their strategies. Fundamental-value strategies frequently involve judgments about the future direction of financial instrument prices, markets and market factors. If Portfolio Managers make incorrect judgments, the Fund could fail to earn profits or could sustain significant losses. Arbitrage and relative-value strategies seek to profit from mispricings and inefficiencies in the capital markets, frequently by entering into simultaneous long and short positions. Pure arbitrage opportunities are rare. Relative-value/arbitrage Portfolio Managers may hold directional exposures to select financial instrument prices, markets, and market factors. Generally, it is not possible to hedge all risks and exposures in relative-value/arbitrage strategies. Arbitrage and relative-value strategies frequently entail the use of significant leverage and II-28 CONFIDENTIAL UBSTERRAMAR00004031 EFTA00239363

FOR EXISTING INVESTOR USE ONLY derivative instruments, which may be volatile and illiquid. Portfolio Managers may be incorrect about perceived mispricings among financial instruments, relative mispricings could be sustained for an extended period or Portfolio Managers may be unsuccessful in structuring and executing trades to profit from perceived mispricings. Financial instruments may move in unexpected patterns. Even if financial instruments are mispriced relative to each other based on historical or other relationships, they may fail to converge in price for various reasons. The historical relationships between the prices of different securities and financial instruments may change suddenly and unexpectedly for various reasons. Also, strategies that are largely uncorrelated under normal market conditions may become more correlated at times of market stress. As a result, relative value/arbitrage strategies may be subject to the same risk of loss as fundamental or directional strategies. Model-based Strategies Certain of the Fund's investment strategies are based on models of the behavior of financial instruments, market conditions or certain market participants and use formulas or algorithms to make trading decisions by reviewing a variety of inputs, comparing the information against historical and current data, and predicting price movements. These models are developed by Portfolio Managers or third parties. Models generally must be updated in order to remain effective. There can be no assurance that Portfolio Managers will be able to continue to develop, update or acquire effective models and any changes that are made in an attempt to respond to perceived changes in market conditions may be unsuccessful. Additionally, virtually all computer programs contain some errors or "bugs" and it is impractical to eliminate 100% of the bugs in the programming process (although programs generally are tested before they are put into use, in an attempt to eliminate errors that would be likely to have significant consequences). As a result, while Millennium expects that its and the Portfolio Managers' personnel will endeavor to minimize the effect of programming errors, Millennium cannot provide any assurance that all programs will in all instances operate in the intended manner, and there may be remaining programming errors which could have substantial adverse consequences. Statistical Arbitrage Strategies The success of some of the Fund's statistical arbitrage or quantitative strategies depends on the market values of various financial instruments moving towards their theoretical values (or relative values) as predicted by statistical modeling. In the event of market disruptions generally or specific events that cause deviations from historical relationships between certain financial instruments and other instruments or data points used to predict value, significant losses could be incurred. Regulatory Risks Applicable to Algorithmic Trading Strategies A recent increase in governmental and regulatory scrutiny has focused on investment funds that operate automated or computer-based trading. Such scrutiny has led and can in the future lead to costly investigations, litigation, legislative testimony, loss of reputation, fines and settlements, and could also result in additional severe consequences. The SEC approved a two-year pilot program that began in May 2016 and will allow equity 11-29 CONFIDENTIAL UBSTERRAMAR00004032 EFTA00239364

FOR EXISTING INVESTOR USE ONLY securities of certain, small-cap companies with a market capitalization of $3 billion or less, among other factors, to trade in five-cent increments. This may have the effect of increasing the cost of trading by market participants, including the Fund. The SEC has considered the imposition of additional mechanisms to eliminate "quote stuffing," whereby large numbers of stock orders are placed and canceled almost immediately, such as by setting minimum amounts of time for which stock quotes must remain active. The implementation of new trading "circuit breakers" and additional trading limitations are also being considered by the SEC. These mechanisms would restrict programmatic trading in the event that a market moved up or down by more than a predetermined number of points on any trading day. The CFTC proposed Regulation Automated Trading ("Regulation AT') in November 2015, which would impose potentially burdensome risk and compliance controls on any person engaged in "algorithmic trading" on any U.S. designated contract market, including among other things, certain pre-trade risk controls, and policies addressing controls around model development, testing and monitoring and algorithmic-focused training. The MiFID II Proposals in the European Union also introduce rules on algorithmic trading in financial instruments (as described below under "The EU Regulation on Markets in Financial Instruments"). In the event of their implementation, compliance with any one or more of the abovementioned proposed regulations may negatively impact the ability of certain Portfolio Managers to effect their trading strategies, and may in turn have a negative effect on the Fund's investments. Regulation of algorithmic trading is also being considered by other global securities regulators. Quantitative Analysis Certain Portfolio Managers as well as the Fund's risk management systems rely heavily on quantitative models and information and data that is supplied or acquired rather than developed by trade-by-trade analysis and discretion. Models are used to construct sets of transactions and investments, to value investments or potential investments for trading purposes, to provide risk management insights, and to assist in hedging the Fund's investments. When models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. For example, by relying on models and data, a Portfolio Manager may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty models and data may prove to be unsuccessful. A significant number of the models are predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund. Furthermore, because predictive models are usually constructed based on historical data supplied or acquired, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. While such data regarding historical market conditions, pricing and other information is believed to be accurate, such data will not necessarily be independently verified in each instance. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting valuations will be incorrect. In addition, II-30 CONFIDENTIAL UBSTERRAMAR00004033 EFTA00239365

FOR EXISTING INVESTOR USE ONLY given that the systems can execute trades autonomously, undesired results may only be detected after the fact, perhaps after a significant number of transactions have occurred. Data Feed Failure Certain Portfolio Managers' models utilize data feeds from a number of sources. If such data feeds become corrupted, compromised or discontinued, or become undeliverable or inaccessible in a timely manner, the models may not be properly formulated. The failure to receive the data feeds or receive the data feeds in a timely manner may leave a Portfolio Manager unable to trade, and may expose the Fund to risk of loss or loss of opportunities, especially if the loss of the data feed coincides with turbulent market conditions. If the data feeds are discontinued, compromised in any material respect or not deliverable or accessible in a timely manner, it may result in a material loss to the Fund. Use of Simulations Certain Portfolio Managers' investment processes will involve the construction of investment strategies based on a combination of trading signals and the simulated back- testing of such trading signals and investment strategies against historical market conditions, pricing and other information over chosen historical time periods. Similarly, certain Portfolio Managers may use simulations as part of the process of determining how to allocate investment strategies among the Fund and Other Accounts. Simulations generated by a Portfolio Manager for the purpose of constructing the Fund's portfolio and allocating investment strategies between the Fund and Other Accounts involve numerous methodologies and assumptions, certain of which are highly subjective in nature. There can be no guarantee that the predictive results of any simulation will be accurate. For example, a simulation may not reflect the impact that material economic and market conditions may have had on the Portfolio Manager's decision making if the simulation had been reflective of actual trading by the Portfolio Manager. Methodologies and assumptions used to generate simulations are subjective in nature and modifications in the methodologies used and assumptions made could materially impact the results of a simulation and associated investment activity. Obsolescence Risk The Fund is unlikely to be successful in strategies relying on models unless the assumptions underlying the models utilized by Portfolio Managers prove to be realistic more often than not, and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not adjusted, it is less likely that profitable trading signals will be generated. If and to the extent that the models do not reflect certain relevant factors, and the Portfolio Manager does not successfully address such omission through its testing and evaluation and modify the models accordingly, significant losses may result. Portfolio Managers may, and often do, continue to test, evaluate and add new models, as a result of which the existing models may be modified from time to time. There can be no assurance 11-31 CONFIDENTIAL UBSTERRAMAR00004034 EFTA00239366

FOR EXISTING INVESTOR USE ONLY that any modifications will achieve their intended objective or as to the effects (positive or negative) of any modification on a particular strategy's or the Fund's performance. Crowding/Convergence There is significant competition among quantitatively focused managers and the ability of applicable Portfolio Managers to deliver returns that have a low correlation with global aggregate equity markets, and to achieve their intended results generally, may by dependent on their ability to employ models that are simultaneously profitable and differentiated from those employed by other similar managers. To the extent that such Portfolio Managers are not able to develop sufficiently differentiated models, and maintain the differentiating factors, such Portfolio Managers' intended investment objective may not be met, irrespective of whether the models are profitable in an absolute sense. In addition, to the extent that such Portfolio Managers' models come to resemble those employed by other managers, the risk that a market disruption that negatively affects predictive models will adversely affect the Fund is increased, as such a disruption could accelerate reductions in liquidity or rapid repricing due to simultaneous trading across a number of Rinds in the marketplace. Unauthorized Access Risk The ability of certain Portfolio Managers to achieve their investment goals for the Fund is dependent in large part on their and the Fund's ability to develop and protect such models and proprietary research. The models and proprietary research and the models and data are largely protected by us through the use of policies, procedures, agreements, surveillance and other measures designed to create and enforce confidentiality, non- disclosure and similar safeguards. There can be no assurance, however, that such safeguards will be successful, and unauthorized access to such information could lead to opportunities for third parties to reverse-engineer such Portfolio Managers' models and thereby impair the performance of the Fund. Trend Following Certain trading decisions made by certain Portfolio Managers may be based on trend following. Any factor that would lessen the prospect of major trends occurring in the future (such as changes in regulation of financial markets) may reduce the prospect that a particular trading method or strategy will be profitable in the future. In the past, there have been periods without discernible trends and such periods will likely continue to occur in the future. Moreover, any factor that would make it more difficult to execute trades at desired prices in accordance with the signals of the trading method or strategy (such as a significant lessening of liquidity in a particular market) would also be detrimental to profitability. Further, many managers' trading methods utilize similar analyses in making II-32 CONFIDENTIAL UBSTERRAMAR00004035 EFTA00239367

FOR EXISTING INVESTOR USE ONLY trading decisions. Therefore, bunching of buy and sell orders can occur, which makes it more difficult for a position to be taken or liquidated. Market Data Millennium, like many financial institutions, uses a wide variety and large quantity of market data procured from a host of different suppliers, including multiple exchanges. Notwithstanding certain Portfolio Managers' reliance on large quantities of market data, sources of market data may decline over time, which could adversely impact the investment program of the Fund. In addition, market data contract pricing and terms are complex and subject to change without prior notice in many cases; increases in market data contract pricing could make the acquisition of certain data significantly more expensive, which would negatively impact the Fund's net performance by reducing returns or making it cost- prohibitive to acquire or retain certain data sources. Risks Inherent in Computer-Driven and Technological Systems Millennium and its Portfolio Managers rely extensively on a wide range of technological systems, including computer hardware and software systems and telecommunications systems, in all phases of daily operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. Such systems are subject to a number of inherent and unpredictable risks. For example, there may be materially adverse undiscovered errors in software programs; costs of procurement of such technology may increase; claims related to intellectual property infringement may be brought against users of technology, including the Fund, software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer- driven trading errors may occur. Merger Arbitrage and Other Event-Driven Strategies Merger arbitrage and other event-driven, including index rebalancing, investment strategies generally incur significant losses when proposed transactions are not consummated, issuer modifications or reweighting applied to indices do not occur as anticipated or other expected events do not occur. The consummation of mergers, tender offers, exchange offers and other significant corporate events can be prevented or delayed by a variety of factors, including: (i) regulatory intervention; (ii) efforts by a target company to pursue a defensive strategy; (iii) the failure to obtain necessary shareholder approvals; (iv) adverse company, market or business conditions resulting in a material change or termination of the pending transaction; (v) additional requirements imposed by law; and (vi) the inability to obtain adequate financing. Any such events could lead to losses. Index rebalancing strategies rely on directional long and short positions based on anticipated modifications and reweighting of issuers making up a certain index or indices. These strategies may result in increased concentration risk with respect to any issuer that is part of such an index. In addition, given that other market place participants may pursue II-33 CONFIDENTIAL UBSTERRAMAR00004036 EFTA00239368

FOR EXISTING INVESTOR USE ONLY an index rebalancing strategy and anticipate similar directional trades (on a long and/or short basis) at or around the same time, index rebalancing strategies may lead to potential for losses resulting from a scarcity of sourcing for trades pertaining to an issuer. Convertible Arbitrage Strategies Convertible arbitrage strategists identify convertible bonds, convertible preferred stocks or warrants that appear mispriced or undervalued, yet offer a favorable rate of return. By establishing a long position in a convertible security (usually preferred stock or bonds) and an offsetting (complete or partial) short position in the underlying security into which the convertible security is convertible (usually common stock of the issuer), a Portfolio Manager invests with the expectation of capturing price or yield differences or to seek to profit from cash flow (e.g., coupon income and stock borrowed rebate). There can be no assurance that a Portfolio Manager will be able to identify profitable convertible arbitrage opportunities or that changes in price differentials will not cause losses. Generally, changes in interest rates can influence the investment value of a convertible security. The credit standing of the issuer, the value of the underlying stock and other factors may also have an effect on the convertible security's investment value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by a Portfolio Manager is called for redemption, the Portfolio Manager will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could result in losses to the Fund or otherwise have an adverse effect on the Fund's ability to achieve its investment objective. Option-Volatility Trading Option-volatility trading is a derivatives-based strategy that seeks to profit from market turbulence (or the lack thereof), as reflected in movements in option prices that result from market fluctuations. The goal of a Portfolio Manager employing this strategy is to buy inexpensively priced (i.e., cheap implied volatility) options whose underlying instruments are expected to be more volatile, and sell expensively priced (i.e., rich implied volatility) options whose underlying instruments are expected to be less volatile. The strategy may be implemented through options on equities and equity indices, or in other asset classes such as FX and fixed income. Such option combinations include spreads (buying an option to buy or sell an asset while simultaneously selling an option to buy or sell the same asset with a different expiration date or strike price) or straddles (option combinations that will profit from movement in the level of the value of an asset outside of certain bands, or the lack of such movement, without regard to whether the movement is upward or downward). Option-volatility trading may also involve trades in which futures (or other derivatives) are used to create a position that synthetically resembles an option or option combination, or in which options are purchased or sold versus an offsetting position in the underlying market (such as a basket of stocks). The decision process is dependent on fundamental and technical analysis of the underlying instruments and computer models are often used to enhance the execution of various hedges. Option-volatility trading is a complex financial strategy and requires significant resources and capabilities. The pricing of options, VIX futures, volatility swaps, variance swaps and other related products II-34 CONFIDENTIAL UBSTERRAMAR00004037 EFTA00239369

FOR EXISTING INVESTOR USE ONLY (together, "volatility derivatives") involves a wide variety of factors—including prices of the underlying assets, implied volatility surfaces, interest rate yield curves, and time to expiry. Not only will different traders differ among themselves concerning the correct theoretical value for a given volatility derivative, but actual and theoretical values may diverge for extended periods of time. There can be no assurance Portfolio Managers will correctly identify volatility derivative positions that are mispriced relative to the underlying or relative to another volatility derivative or that the market will, in fact, regress to theoretical values. In addition, when trading options on equity indices, the Fund could suffer losses from increased diversification in the index even when individual equities are more volatile than expected, resulting in less than expected movement in the index. As a consequence of the foregoing factors, substantial losses could be incurred by the Fund. Short Positions Portfolio Managers routinely take short positions in a wide range of assets, typically as part of a hedged strategy intended to reduce the risk of investing. A short sale of an asset exposes the seller to the risk of an increase in the market price of that asset with a theoretically unlimited risk of loss. Purchasing assets to close out a short position can itself cause their market price to rise further, increasing losses on the short position. Furthermore, Portfolio Managers may prematurely be forced to close out a short position if a lender demands the return of the asset borrowed (and sold short) and an alternative source of borrowing that asset is not available. Certain market regulators have imposed restrictions (including required reporting) or bans on the ability of market participants to take short positions and the frequency with which such restrictions are imposed has increased in recent years. Among other things, such restrictions make hedging practices more difficult and expose the Fund to greater risk. Portfolio Turnover Portfolio Managers frequently invest on the basis of short-term market considerations. The turnover rate of the Portfolio Managers' positions may therefore be significant, potentially involving substantial brokerage commissions and fees. Loan Participations The Fund or certain of its affiliates may buy and sell loan participations (i.e., interests in a loan, generally governed by a credit agreement between the original lending syndicate and the borrower) in the secondary market. These investments involve certain risks in addition to those associated with direct loans. A loan participant has no direct contractual relationship with the borrower of the underlying loan. As a result, the participant generally is dependent on the lender that originated the loan to enforce its rights and obligations under the credit agreement in the event of a default, and may not have the right to object to amendments to or modifications of the terms of the credit agreement in which it participates. A participant in a syndicated loan generally does not have voting rights, which are retained by the lender that originated the loan. In addition, a loan participant may be subject to the credit risk of the lender from which the participation is purchased as well as that of the borrower, since a loan participant is dependent upon the 11-35 CONFIDENTIAL UBSTERRAMAR00004038 EFTA00239370

FOR EXISTING INVESTOR USE ONLY lender or lenders from which the participation is purchased to furnish to the participant its share of payments of principal and interest received on the underlying loan. Participations in which the Fund invests generally are not secured obligations of the lender or lenders from which they are acquired. Distressed and High-Yield Securities Certain Portfolio Managers may invest in securities issued by, or other indebtedness of, companies in weak and/or deteriorating financial condition, experiencing poor operating results, needing substantial capital investment, having negative net worth, facing special competitive or product obsolescence problems or involved in bankruptcy or reorganization proceedings. Investments of this type are generally not exchange-traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace, and further, may involve substantial financial and business risks, which are often heightened by an inability to obtain reliable information about the issuers. The investments can result in significant or even total losses. In addition, the markets for distressed and high-yield securities are frequently illiquid. The market prices of distressed and high-yield assets are subject to abrupt and erratic market movements and above-average price volatility, and the spreads between the bid and asked prices of such assets may be greater than those prevailing in other markets. It may take a number of years before the market price of the assets reflects their perceived intrinsic value, if they ever do. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (for example, due to failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied), or will result in a distribution of cash or a new asset the value of which will be less than the carrying value of the asset in respect of which the distribution was made. Distressed assets also may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments and lender liability, as well as bankruptcy and other judicial courts' power to disallow, reduce, subordinate or disenfranchise particular claims. High-yield instruments face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer's inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt instruments tend to reflect individual corporate developments to a greater extent than do higher-rated instruments which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher- rated instruments. Companies that issue such instruments are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could disrupt severely the market for such instruments and may have an adverse impact on the value of such instruments. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default of such instruments. II-36 CONFIDENTIAL UBSTERRAMAR00004039 EFTA00239371

FOR EXISTING INVESTOR USE ONLY Differential Cash Flows on Related Positions Certain of the Fund's strategies may involve taking positions that are subject to unilateral margin in favor of the counterparty. These positions may be related to or hedged with other positions margined on a bilateral mark-to-market basis, which may require the Fund to supply margin on a position while a counterparty would not be required to supply margin on the related position. Additionally, there may be circumstances where the financing costs of related positions may become imbalanced (e.g., where the financing rates of one of the positions is subject to more frequent revision). Due to the cash flow imbalances between the assets, in certain market scenarios, the Fund may be forced to close out the positions, perhaps at disadvantageous prices, or may bear additional expenses in keeping positions open. Structured Investment Products Certain Portfolio Managers may invest in, or otherwise participate in a variety of different structured investment products; for example, total return swaps, participating notes, options, credit default swaps and collateralized debt obligations. These structured products involve not only the risks of the underlying "reference asset," but also other risks including, without limitation, acceleration of the financing embedded in the structure, counterparty credit risk, and/or restrictions imposed on the management and nature of the permissible reference assets and costs of creating the structured products. Interest-Rate and Foreign Exchange-Rate Risks The prices of assets held by the Fund may be sensitive to interest-rate and foreign exchange-rate fluctuations; such fluctuations could cause the U.S. dollar value of long and short positions to move in unanticipated directions. To the extent that interest-rate and foreign exchange-rate assumptions underpin the hedging of a particular position, fluctuations in rates could invalidate those underlying assumptions and expose the Fund to losses. The Fund is not obligated to hedge its exposure to any risks, including, without limitation, interest-rate and foreign exchange-rate risks. Mortgage-backed Securities ("Mal) and Asset-backed Securities ("ABS') Some investment characteristics of MBS and ABS differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying mortgages or other assets generally may be prepaid at any time. The frequency with which prepayments (including voluntary prepayments by the obligors and liquidations due to defaults and foreclosures) occur on loans and other assets underlying MBS and ABS will be affected by a variety of factors including the prevailing level of interest rates as well as economic, demographic, tax, social, legal and other factors. Generally, mortgage obligors tend to prepay their mortgage loans when prevailing mortgage rates fall below the interest rates on their mortgage loans. Although ABS are generally less likely to experience substantial prepayments than are MBS, certain of the factors that affect the rate of prepayments on MBS also affect the rate of prepayments on II-37 CONFIDENTIAL UBSTERRAMAR00004040 EFTA00239372

FOR EXISTING INVESTOR USE ONLY ABS. Particular investments may experience outright losses, as in the case of an interest only security in an environment of accelerated actual or anticipated prepayments. Particular investments will be affected by the credit quality of their underlying loans and the creditworthiness of the borrowers. Also, particular investments may underperform relative to hedges that a Portfolio Manager may have constructed in these investments, resulting in a loss. Illiquid and Restricted Securities Certain Portfolio Managers may invest in illiquid over-the-counter securities, securities of young, development-stage companies (whether publicly traded or issued in a private placement) and financially troubled companies, non-publicly traded securities, MBS, ABS and securities traded on exchanges in less-developed markets, and may make other investments that are relatively illiquid or that subsequently become illiquid. In general, securities and other investments are classified as illiquid because there are legally-imposed restrictions on resale or liquidation, because the market for the particular security or the volume of trading is so small as to effectively impose limits on the speed or price at which the liquidation of a given position can be effected, or due to a combination of the foregoing factors. Portfolio Managers may be unable to sell illiquid securities and investments at the most opportune times or at prices approximating the value at which the Fund is carrying the securities or investments. Small Capitalization Companies Certain Portfolio Managers may invest in securities of small capitalization companies and recently organized companies and may establish significant long or short positions in such securities. While such securities may provide significant potential for appreciation, the securities of certain companies, particularly smaller-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. Historically, such securities have been more volatile in price than those of larger capitalized, more established companies. The securities of small capitalization and recently organized companies typically pose greater investment risks because the issuers may have limited product lines, distribution channels and financial and managerial resources. In particular, small capitalization companies may be operating at a loss or have significant period-to-period variations in operating results; may be engaged in a rapidly changing business with products subject to substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Further, there is often less publicly available information concerning such companies than for larger, more established businesses. The equity securities of small capitalization companies may not be traded in the volumes typical of larger capitalization companies. Consequently, the Portfolio Managers or entities in which the Portfolio Managers invest may be required to dispose of the securities or cover a short position over a longer (and potentially less II-38 CONFIDENTIAL UBSTERRAMAR00004041 EFTA00239373

FOR EXISTING INVESTOR USE ONLY favorable) period of time than is required to dispose of or cover a position with respect to the securities of larger, more established companies. Investments in small capitalization companies may also be more difficult to value than other types of securities because of the foregoing considerations as well as lower trading volumes. Investments in companies with limited operating histories may be more speculative and may entail greater risk than investments in companies with an established operating record. Additionally, transaction costs for these types of investments are often higher than for those in larger capitalization companies. In addition, due to thin trading in the securities of some small-capitalization companies, an investment in those companies may be illiquid. Hedging Transactions The Fund utilizes financial instruments both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of the Fund's investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Fund's unrealized gains in the value of the Fund's investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Fund's portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate or currency exchange rate or other specific attributes of any position among such Fund's liabilities or assets; (vii) protect against any increase in the price of any securities the Fund anticipates purchasing at a later date; or (viii) satisfy any other purpose that the Portfolio Manager deems appropriate. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses, although hedging does typically reduce the risk of loss. On the other hand, the hedging transactions also limit the opportunity for gain if the value of a portfolio position should increase. Moreover, it should be noted that (i) a Portfolio Manager may determine not to hedge against, or may not anticipate, certain risks, (ii) the portfolio will always be exposed to certain risks that cannot be hedged, and (iii) there is no guarantee that a hedge will be properly implemented, will function in the manner anticipated or will not be adversely effected by changes in the applicable law or regulation. The success of the Fund's hedging transactions to a significant degree will be subject to the ability of each Portfolio Manager correctly to assess the relationships between groupings of securities within the Portfolio Manager's portfolio. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. Since the characteristics of many securities change as markets change or time passes, the success of any hedging strategy will also be subject to the ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Fund than if it had not engaged in such hedging transactions. For a variety of reasons, a Portfolio Manager may not seek to, and usually will not be able to, establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. The Fund will not be II-39 CONFIDENTIAL UBSTERRAMAR00004042 EFTA00239374

FOR EXISTING INVESTOR USE ONLY required to hedge any particular risk in connection with a particular transaction or its portfolios generally, and it is anticipated that the Fund will always be exposed to certain risk that may not be hedged and that may not be able to be adequately hedged. The successful utilization of hedging and tisk management transactions requires skills complementary to those needed in the selection of the Fund's portfolio holdings. Currency hedging activities that the Fund engages in on behalf of any Feeder Fund that issues non-U.S. denominated interests, as described under "Hedging Related to Non- U.S. Dollar Denominated Sub-Classes," generally will require the use of a portion of the Fund's assets for margin or settlement payments or other purposes. For example, the Fund may from time to time be required to make margin, settlement or other payments, including intra-month, in connection with the use of certain hedging instruments. Counterparties to any currency hedging activities may demand payments on short notice, including intra- day. As a result, the Fund may liquidate assets sooner than it otherwise would have in order to have available cash to meet current or future margin calls, settlement or other payments, or for other purposes. Moreover, due to volatility in the currency markets and changing market circumstances, the Fund may not be able to accurately predict future margin requirements, which may result in holding excess or insufficient cash and liquid securities for such purposes. Where the Fund does not have cash or assets available for such purposes, the Fund may be required to dispose of assets at disadvantageous prices or might fail to comply with certain of its contractual obligations. Such failures could, without limitation, include failing to meet margin calls or settlement or other payment obligations. If the Fund were to default on any of its material contractual obligations, the Fund would likely be materially adversely affected. Hedging Related to Non-US Dollar Denominated Sub-Classes One of the Feeder Funds, Millennium International Ltd., has issued a sub-class of shares the functional currency of which is the Euro and another sub-class of shares the functional currency of which is the Yen (collectively, the "Non-USD Shares"). The Feeder Fund generally expects to seek to hedge the currency exposure of the Non-USD Shares to minimize, to the extent reasonably practicable, fluctuations in the value of such shares arising from fluctuations in the applicable exchange rate and expects to engage in transactions, including the purchase and sale of spot and forward contracts, currency options and currency futures contracts to manage U.S. dollar-foreign currency risks. The expense and risk associated with such transactions is borne by the holders of the relevant sub-classes of Non-USD Shares. There can be no assurance that the currency hedging activities in connection with the Non-USD Shares will be effective. In addition, there can be no assurance that the currency hedging activities will fully protect investors from a decline in the value of the U.S. dollar against the foreign currency. There may be circumstances in which the Fund (or any other entity engaging in the hedging of the Non- USD Shares) determines not to conduct any currency hedging activities in whole or in part for a certain period of time, including, without limitation, when such entity determines, in its sole discretion, that currency hedging is not practicable or possible or may materially and adversely affect the Fund or any of its direct or indirect investors, such actions may be taken without notice to shareholders of the applicable Feeder Fund. As a result, foreign currency exposure could go fully or partially unhedged for that period of time. There can II-40 CONFIDENTIAL UBSTERRAMAR00004043 EFTA00239375

FOR EXISTING INVESTOR USE ONLY be no assurance that the Fund (or any other entity engaging in the hedging of the Non-USD Shares), will, or will be able to, hedge, or be successful in hedging, the currency risk referred to. As an alternative to some or all of the hedging activities described above a Feeder Fund may maintain part or all of the initial investment in the applicable currency, and may convert a portion of amounts subsequently earned by the Master Partnership into such currency and, directly or indirectly, may make that currency available to the Master Partnership for business conducted in such currency by it in the ordinary course. See "Related-Party Transactions and Other Accounts; Conflicts—Hedging Activities Related to Shares of Feeder Funds Not Denominated in U.S. Dollars." Cash Management As noted below in "The Fund's Investment Program and Description: Eligible Investments," the Fund may hold cash or money market instruments. The percentage of the Fund invested in and among such holdings varies and depends on various factors, including market conditions and purchases and redemptions or withdrawals of shares or interests of the Feeder Funds. The Fund may agree to certain restrictions on the liquidity of the underlying cash or money market instruments in exchange for a more favorable interest rate or increased capacity (e.g., "time deposits"). Furthermore, when instruments other than demand deposits of cash are held (e.g., money market instruments or short term securities), there may be greater market risk, illiquidity risk or the risk of operational delays in converting the instrument into cash. Demand deposits in cash are generally not collateralized and would give rise to an unsecured claim in the event of the bankruptcy of the deposit-taking institution. Trading in Commodities and Derivatives Generally Certain Portfolio Managers may utilize derivative instruments such as options, futures, forward contracts, total return swaps, credit default swaps, and interest rate swaps, caps and floors, both for investment purposes and as hedges. These are instruments whose values are based upon underlying assets, indices or reference rates or a combination of these, and generally represent future commitments to exchange cash flows or to purchase or sell other financial instruments (or make an equivalent cash payment) at specified future dates. Certain derivatives (options and credit default swaps in particular) may have intrinsic value separate from the value of underlying assets based upon market perception of creditworthiness or expected volatility in the value of the asset. The use of derivatives involves a variety of material risks, including the possibility of counterparty non- performance as well as of deviations between the actual and theoretical value of the derivatives. Derivatives also are inherently subject to two sources of risk: risk of loss due to adverse changes in the value of the underlying asset and risk of loss due to the insolvency or creditworthiness of the counterparty. In addition, the markets for certain derivatives may be illiquid. Derivatives are typically intrinsically leveraged investments that may entail investment exposures that are greater than the initial amount of collateral required to enter into the derivative, meaning that an investment in a derivative could ultimately incur losses many times greater than the initial collateral requirements and could therefore have a II-41 CONFIDENTIAL UBSTERRAMAR00004044 EFTA00239376

FOR EXISTING INVESTOR USE ONLY disproportionate effect on the performance of the Fund. The Fund could also experience losses if the derivatives that are acquired or sold as a hedge are poorly correlated with the investment to be hedged, or if a Portfolio Manager is unable to liquidate a position because of an illiquid secondary market. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives. The Portfolio Managers may trade commodities, futures and options, and may enter into swap agreements. The prices of commodities contracts and all derivative instruments, including futures and options, may depend upon a number of factors, including the prices of the underlying assets and may be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, the Fund is subject to the risk of failure of any of the exchanges on which they trade, their clearinghouses or the clearing brokers through which their trades clear. In the case of commodity contracts traded on non-U.S. exchanges and certain derivative instruments, the Fund may be subject to the risk of the inability of, or refusal by, the counterparty to perform. In addition, profits realized in non-U.S. markets could be eliminated by adverse changes in the applicable currency exchange-rate, or the Fund could incur losses as a result of those changes. Factors Affecting Commodities Prices The values of commodities which underlie commodity futures contracts and other types of financial instruments are generally affected by, among other factors, the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, regulatory developments, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Fund and the Portfolio Managers have no control over the factors that affect the price of commodities. Accordingly, the value of the Fund's investments could change substantially and in a rapid and unpredictable manner. Energy Markets for energy-related commodities, including, without limitation, electricity, coal, natural gas, crude oil and other petroleum products, can be susceptible to substantial price fluctuations over short periods of time and are particularly affected by political events, natural disasters, exploration and development success or failure, and technological changes. Energy-related commodities are also subject to governmental action for political II-42 CONFIDENTIAL UBSTERRAMAR00004045 EFTA00239377

FOR EXISTING INVESTOR USE ONLY reasons. In addition, significant short-term price volatility can be caused by the inability to store electricity, tariff regulation and consumer advocacy. Agricultural Commodities Agricultural commodities are particularly sensitive to changes in, among other things, climate, crop and livestock health, world political events, government action (including export and import restrictions and embargoes), international and regional trade contracts, labor contracts, transportation systems and crop predictions. Significant production declines and volume decreases of agricultural commodities can occur as a result of, among other things, hurricanes, weather patterns, floods, fires and other natural disasters. In addition, agricultural commodities are subject to price volatility as a result of disruptions relating to the facilities necessary to produce, transport, store and deliver the agricultural commodity. As a result, the net assets of the Fund may be affected by such factors. Precious and Industrial Metals Prices of precious metals (e.g., gold, silver, platinum and palladium) and industrial metals (e.g., iron and steel) are affected by factors such as cyclical economic conditions, political events, and monetary policies of various governments and countries. In addition, certain precious metals are geographically concentrated, and events in those parts of the world in which such concentration exists may affect their values. Gold and other precious metals are also subject to governmental action for political reasons. The markets for precious metals are volatile and there may be sharp fluctuations in prices even during period of rising prices. Storage of Physical Commodities The Fund may from time to time take physical delivery of commodities and store them for future sale. In such cases the Fund will make use of commercial storage facilities appropriate to the particular physical commodity in question. Commodities held in storage are subject to a risk of loss in the event of bankruptcy of the storage facility, or physical damage to the storage facility and its contents. Physical loss of stored commodities may be the result of insurable or uninsurable risks. Millennium may choose not to purchase insurance for insurable risks based on its assessment of the cost of the insurance compared to the risks insured. Even if the physical commodities owned by the Fund are insured, certain events such as terrorist attacks or extreme weather events may not be covered by such insurance. Physical Assets Investments in physical assets, including, without limitation, oil, gas, electric power, transmission facilities and power plants, as well as traditional commodities such as wheat or sugar, are subject to risks—destruction, loss, industry-specific regulation (e.g., pollution control regulation), operating failures, labor relations, etc.—that are not typically directly relevant to financial instrument trading. In addition the regulation of such assets is extensive and variable, and the Fund's interests in certain of such assets could be wholly II-43 CONFIDENTIAL UBSTERRAMAR00004046 EFTA00239378

FOR EXISTING INVESTOR USE ONLY illiquid for long periods of time. Prices of physical assets are affected by factors such as global supply and demand, investors' expectations with respect to the rate of inflation, currency exchange rates, interest rates, investment and trading activities of hedge funds and commodity funds, and global or regional political, economic or financial events and situations. Markets can be volatile at times, and there may be sharp fluctuations in prices even during periods of rising prices. Leverage; Interest Rates; Margin The Fund typically borrows funds (and could potentially issue debt securities), and leverages its investment portfolio in order to be able to increase the amount of capital available to make investments and for use as collateral in connection with investments in derivatives. In addition, there is a significant degree of leverage typically embedded in certain derivative instruments and certain repurchase and reverse repurchase transactions in the Fund's investment portfolio. Consequently, the level of interest rates, generally, and the rates at which the Fund can borrow, in particular, will affect its operating results. Although leverage will increase investment return if a given Portfolio Manager earns a greater return on the investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease the return of the Fund if the Portfolio Manager fails to earn as much on investments utilizing borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an interest in the Fund. In the event of a sudden, precipitous drop in value of the Fund's assets, the providers of leverage to the Fund may be entitled under their agreements with the Fund to liquidate the assets at then-prevailing levels, which would be depressed. There can be no certainty that the assets of the Fund would be sufficient to repay all of its debts under those or similar circumstances. (See "The Fund's Investment Program and Description: Leverage and Loans.") Certain Regulatory Risks Regulatory Changes for Hedge fiords The legal, tax and regulatory environment worldwide for private funds (such as the Fund) and their managers is evolving, and changes in the regulation of private funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Fund to pursue its investment program and the value of investments held by the Fund. There has been an increase in scrutiny of the alternative investment industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Fund to pursue its investment program or conduct business with brokers and other counterparties could have a material adverse effect on the Fund and the investors' investments therein. Such laws and regulations may also materially increase the costs of operating the Fund and the costs of executing and financing certain strategies utilized by the Fund, which costs are borne by the Fund. In addition, Millennium may, in its sole discretion, cause the Fund to be subject to certain laws and regulations if it believes that to be in the Fund's interest, even if such laws and regulations may have a detrimental effect on one or more investors. II-44 CONFIDENTIAL UBSTERRAMAR00004047 EFTA00239379

FOR EXISTING INVESTOR USE ONLY Dodd-Frank Act The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was enacted in July 2010. The Dodd-Frank Act has resulted in extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage and the financial industry as a whole. Additionally, under the Dodd- Frank Act, the SEC and the U.S. Commodity Futures Trading Commission (the "CFTCC") have mandated (and will mandate) new recordkeeping, reporting, central clearing and mandatory trading on electronic facilities requirements for investment advisers, which add costs to the legal, operational and compliance obligations of Millennium and the Fund and increase the amount of time that Millennium spends on non-investment-related activities. The Dodd-Frank Act affects a broad range of market participants with whom the Fund interacts or may interact, including banks, non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies, payday lenders and broker-dealers, and may change the way in which Millennium conducts business with its brokers and other counterparties. It may take years to fully understand the impact of the Dodd-Frank Act on the financial industry as a whole, and therefore, the continued uncertainty may make markets more volatile and make it difficult for Millennium to execute the investment strategy of the Fund. Regulation in the Derivatives Industry The Dodd-Frank Act has had a significant impact on the derivatives industry. The Dodd-Frank Act divides the regulatory responsibility for derivatives in the United States between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The CFTC has regulatory authority over "swaps" and the SEC has regulatory authority over "security-based swaps." As a result of this bifurcation and the different pace at which the agencies have promulgated necessary regulations, different transactions are subject to different levels of regulation in the U.S. Though many rules and regulations have been finalized, there are others that are still in the proposal stage and more that will be introduced. In addition, there has been and will be extensive rulemaking related to derivative products by non-U.S. regulatory authorities. Differences between regulatory regimes may make it more difficult or costly for dealers, prime brokers, futures commission merchants ("FCMs"), custodians, exchanges, clearinghouses and other entities, such as the Fund, to comply with and follow various regulatory regimes. There are significant legal, operational, technological and trading implications that result from the Dodd-Frank Act and related rules and regulations that may make it difficult or impossible for the Fund to enter into otherwise beneficial transactions. Systemic Risk Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Fund interacts, as well as the Fund, are all subject to systemic risk. A systemic failure could have material adverse II-45 CONFIDENTIAL UBSTERRAMAR00004048 EFTA00239380

FOR EXISTING INVESTOR USE ONLY consequences on the Fund and on the markets for the securities in which the Fund seeks to invest. Assumption of Business, Terrorism and Catastrophe Risks The Fund may be subject to the risk of loss arising from exposure that it may incur, indirectly, due to the occurrence of various events, including, without limitation, hurricanes, earthquakes, and other natural disasters, terrorism and other catastrophic events. These risks of loss can be substantial and could have a material adverse effect on the Fund and Feeder Fund investors' investments therein. Central Clearing In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through a clearinghouse. In the U.S., clearing requirements were part of the Dodd-Frank Act. The CFTC imposed its first clearing mandate on December 13, 2012 affecting certain interest rate and credit default swaps. It is expected that the CFTC and the SEC will introduce clearing requirements for other derivatives in the future. Trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, the FCM, as well as possible SEC or CFTC mandated margin requirements. Clearing through FCMs has in certain cases led to losses caused by operational failure or fraud. As products become more standardized in order to be cleared, standardized derivatives may mean that the Fund may not be able to hedge its risks or express an investment view as well as it would using customizable derivatives available in the over-the-counter markets. Compared to the OTC derivatives market, the Fund may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the clearinghouse and the FCM. In addition, clearinghouse margin is dynamic and may be increased in times of market stress. Although standardized clearing for derivatives is intended to reduce risk (for instance, it may reduce the counterparty risk to the dealers to which the Fund would be exposed under OTC derivatives), it does not eliminate risk. Rather, standardized clearing transfers risk of default from the over-the-counter derivatives dealer to the central clearinghouse, which may increase systemic risk, potentially more so than a failure by an OTC derivatives counterparty. The failure of a clearinghouse, although less likely than the failure of a counterparty, could have a much more significant impact on the financial system. Because these clearinghouses are still developing and the related bankruptcy process is untested, it is difficult to speculate what the actual risks would be to the Fund related to the default of a clearinghouse. Also, a clearinghouse will likely require that the Fund relinquish control of its transactions if the clearinghouse were to become insolvent, and, therefore, the Fund would not be able to terminate and close out of a defaulting clearinghouse's positions, but would become subject to regulators' control over those positions. In such a circumstance, the Fund may not be able to take actions that it deems appropriate to lessen the impact of such clearinghouse's default. Applicable regulations may also require the Fund to make public information regarding its swaps volume, position size and/or trades, which could detrimentally impact the Fund's ability to achieve its investment objectives. 11-46 CONFIDENTIAL UBSTERRAMAR00004049 EFTA00239381

FOR EXISTING INVESTOR USE ONLY The EU Regulation on OTC Derivatives Central Counterparties and Trade Repositories The European Market Infrastructure Regulation ("EMIR") on OTC derivatives, central counterparties and trade repositories introduced uniform requirements covering financial counterparties, such as investment firms, credit institutions, insurance companies and managers of alternative investment funds, and certain non-financial counterparties, in respect of central clearing of so-called "eligible" OTC derivative contracts through a duly authorized central counterparty, required reporting the details of derivative contracts to a trade repository and established certain risk mitigation requirements. Prospective investors should be aware that the regulatory changes arising from EMIR have increased and may further increase the cost of entering into derivative transactions and adversely affect the Fund's ability to adhere to its investment approach and achieve its investment objective. Impact of MIFID II The revised Markets in Financial Instruments Directive 2014/65/EU and the Markets in Financial Instruments Regulation (EU) ("MiFIR") (together "MiFID 11") set out new rules applicable to investment activities and investment services carried on in the European Union ("EU"). Among other things, MiFID II mandated broader post-trade transparency in the EU, and extended the market-facing and regulatory reporting requirements on all financial instruments traded on a trading venue (and certain other related instruments). MiFID II introduced a new type of regulated trading venue, Organised Trading Facility COTE.", and required that certain OTC derivative contracts be traded only on a regulated trading venue. MiFID II introduced an EU-wide position limits regime applicable to EU commodity derivatives, which has direct extraterritorial application and could affect the portfolio composition and/or trading strategy of the Fund. In addition, MiFID II introduces new rules on high frequency and other algorithmic trading in financial instruments, which may have an adverse impact on the Fund's operations, including limiting its ability to trade on EU trading venues in the manner it wishes. MiFID II also introduced requirements on firms providing direct electronic access to EU trading venues, including a requirement that such firms must be firms regulated under MiFID II (or equivalent) and that such firms undertake appropriate due diligence on the persons to whom they provide direct electronic access, especially if direct electronic access is provided to non-EU persons. Regulatory changes arising from MiFID II may adversely affect the Fund's ability to adhere to its investment approach and achieve its investment objectives. Brexit In June 2016, the UK voted to leave the EU, commonly referred to as "Brexit," and as of March 29, 2017 the UK triggered the withdrawal procedures in Article 50 of the Treaty of Lisbon, initiating a two-year (or, with the agreement of all parties, longer) period during which the arrangements for exit are to be negotiated. There can be no assurance that there will be a successful conclusion to those negotiations. This vote and the withdrawal process could cause an extended period of uncertainty and market volatility, not just in the UK but throughout the EU, the European Economic Area and globally. It is not possible to ascertain the precise impact these events may have on the Fund or II-47 CONFIDENTIAL UBSTERRAMAR00004050 EFTA00239382

FOR EXISTING INVESTOR USE ONLY Millennium from an economic, financial or regulatory perspective or whether any such impact would be material. Misconduct of Employees and of Third-Party Service Providers Millennium's reputation is critical to maintaining and developing relationships with prospective investors, as well as with the numerous third parties with which Millennium and the Fund do business and with a variety of regulatory authorities. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry, and there is a risk that an employee of or contractor to Millennium, the Fund or their affiliates could engage in misconduct that adversely affects the investment strategies implemented by the Fund. It is not always possible to deter such misconduct, and the precautions Millennium takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of or contractor to Millennium, the Fund or their affiliates, or even unsubstantiated allegations of such misconduct, could result in both direct financial harm to Millennium or the Fund, as well as harm Millennium's or the Fund's reputations, which would have a materially adverse effect on the Fund primarily as a result of the withdrawal of assets from the Feeder Funds or increased resistance of investors to make new investments. Regulation Under the Laws of the Cayman Islands Pursuant to the Mutual Funds Law (as amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are required to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership is registered pursuant to the Mutual Funds Law and the consequences of regulation are described below under "Certain Legal and Regulatory Matters Relating to the Fund— Cayman Islands Mutual Funds Law." Regulatory Actions From lime to time, in the ordinary course of operations, certain of the Fund's businesses are subject to regulatory inquiries, investigations and enforcement proceedings from U.S. and non-U.S. governmental agencies, regulatory bodies and securities commissions, which can be costly and occupy significant staff time and resources. Any such inquiry, investigation or enforcement proceeding could include civil or criminal proceedings resulting in a censure, fine, penalty and/or other sanction, including asset freezes, injunctive or equivalent relief, or the suspension or expulsion of an individual. Any such inquiry, investigation or enforcement proceeding could have a material adverse impact on the Fund. Securities Law Compliance Risks The domestic and foreign laws and regulations governing trading in the securities markets (and governing investing in other kinds of markets) are often complex and difficult to implement and monitor (and may be even more difficult to implement and monitor in light of the speed with which certain regulatory changes have been implemented in certain II-48 CONFIDENTIAL UBSTERRAMAR00004051 EFTA00239383

FOR EXISTING INVESTOR USE ONLY jurisdictions), especially in the context of a fund structured like the Fund, and are subject to re-interpretation (or different interpretations from those applied by the Fund in light of information currently available to Millennium), which could expose the Fund, Millennium and their respective affiliates to liability. Investments in Foreign Markets and Jurisdictions The Fund invests its capital in large, liquid, and internationalized markets (such as, among others, the United States, the United Kingdom, and Japan) as well as lesser- developed emerging markets. The evolving laws and regulations applicable to the securities and financial services industries of certain countries subject such markets to uncertainty. By investing in such markets, the Fund risks misinterpreting or possibly violating the local laws or the securities regulations of these jurisdictions and is subject to, among other risks (certain of which are also present in developed markets): (i) currency exchange-rate risk; (ii) inefficient clearing systems; (iii) the possible imposition of withholding, income or excise taxes; (iv) the absence of uniform accounting, auditing and financial reporting standards and practices, less rigorous disclosure requirements and little or potentially biased government supervision and regulation; (v) the risk of terrorism and acts of war; and (vi) economic and political risks, including expropriation, exchange controls and restrictions on foreign investment and repatriation of capital. Emerging markets may also be more vulnerable to periods of illiquidity and extreme volatility than the more developed markets. In addition, when periods of stress occur in the developed financial markets, the emerging markets as a group may suffer major price declines and illiquidity. Membership on Exchanges and/or in Clearing or Self-Regulatory Organizations In an effort to facilitate certain investment strategies, the Fund and certain of its subsidiaries and affiliates have become, and/or may become, members of exchanges, clearing houses and other self-regulatory organizations and have obtained or will obtain a variety of governmental licenses or authorizations. Such memberships, licenses or authorizations subject these persons to a wide range of regulation and other obligations, including net capital requirements, as well as to audits and other restrictions—in each case, together with the associated costs. Risk of Loss The performance of the Fund and the Feeder Funds can be highly volatile. The Fund may lose capital through (i) investment losses, (ii) withdrawals of capital by the Feeder Funds to fund their expenses or in connection with equity withdrawals and redemptions by their investors or (iii) a combination of investment losses and such withdrawals of capital. Investment losses may give rise to requests for equity withdrawals and redemptions, but withdrawals and redemptions may occur irrespective of performance, and perhaps for reasons wholly unrelated to the Fund or the Feeder Funds. II-49 CONFIDENTIAL UBSTERRAMAR00004052 EFTA00239384

FOR EXISTING INVESTOR USE ONLY The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in a Feeder Fund. Prospective investors should read Part One and Part Two of this Confidential Memorandum in their entirety and the Partnership Agreement of the Fund, as well as the organizational documents of the Feeder Fund in which they intend to invest and consult with their own advisers before deciding whether to invest in a Feeder Fund. The Fund's Management, Structure and Operations Managemem General Partner. The Partnership Agreement grants substantially all of the power to control the affairs and operations of the Master Partnership to the General Partner. The General Partner is a Delaware limited liability company that was formed in 1994. The General Partner also serves as the sole general partner of Millennium USA and Millennium Offshore Intermediate. The business address and telephone number of the General Partner and each of the affiliated Relying Advisers (unless otherwise provided in Appendix I) is 666 Fifth Avenue, New York, New York 10103-0899 (+1 (212) 841-4100). Millennium Group Management Trust, a revocable trust (together with any successor or residuary trust or trusts, the "Trust") established in July 2017, serves as the ultimate controller of Millennium, including as the managing member of Millennium Group Management LLC, which is in turn the managing member of the General Partner and the general partner of Millennium International Management. Mr. Englander serves as trustee of the Trust along with a number of other trustees (referred to herein collectively as the "Trustee Advisory Board") as disclosed in Millennium's Form ADV Part One, as amended from time to time, with Mr. Englander retaining exclusive control of the Trust until his death or during any period of incapacity (as determined in accordance with the Trust). Following Mr. Englander's death or during any period of incapacity, the remaining members of the Trustee Advisory Board would assume control of the Trust to be exercised by majority vote. Under the terms of the Trust, in such a circumstance, the trustees generally would be authorized to appoint additional and successor trustees meeting certain eligibility criteria specified in the Trust. It is expected that in such a circumstance where Mr. Englander dies or becomes incapacitated and the remaining trustees assume control, the day-to-day affairs of Millennium would continue to be managed by its senior management team, subject to the oversight of the Trustee Advisory Board, until such time as a decision about ultimate succession is made by the Trustee Advisory Board (if applicable). Affiliated Relying Advisers. In addition to the General Partner, Millennium's principal related persons that act as investment managers and management companies and manage the Fund's capital are set forth on Appendix I attached hereto. Millennium may in the future register with local regulators if required or if such registration is deemed appropriate, and in Millennium's sole discretion, may elect to II-50 CONFIDENTIAL UBSTERRAMAR00004053 EFTA00239385

FOR EXISTING INVESTOR USE ONLY withdraw from existing or future registrations. In addition, Millennium has, and may in the future set up, additional entities in other jurisdictions to facilitate the research, management and trading of certain financial instruments. The ownership structure of the foregoing entities may change from time to time. Please refer to "Related-Party Transactions and Other Accounts; Conflicts—Inter-Company Loans" herein for a description of the structure of the Foreign Advisers (as defined in Appendix I). Principal and Key Managers. The key members of Millennium's management team include the following individuals: • Israel A. Englander, 70 (founder in 1989), is the founder and principal and serves as Millennium's Chairman, Chief Executive Officer and Co-Chief Investment Officer. Mr. Englander also currently serves as the controlling trustee of the Trust with ultimate control over Millennium. Mr. Englander has over 35 years of experience in securities and derivatives across a broad range of instruments and strategies. He worked as a floor broker and trader on the American Stock Exchange, has owned a specialist operation from 1982 to 2008, is former chairman of the Specialist Association and has served on numerous American Stock Exchange committees, including Allocations, Allocation Procedures, Emerging Company Marketplace, Options and Special Allocations. He founded the firm in 1989 with approximately $35 million under management. Mr. Englander graduated from New York University with a BS in Finance, and attended New York University Graduate School of Business Administration. • John Anderson, 53 Coined in 2015), is Millennium's Global Co-Head of Fixed Income and Commodities, based in London. Mr. Anderson has responsibility for the daily oversight and management of Millennium's fixed income and commodities Portfolio Managers. Prior to joining Millennium, Mr. Anderson spent 24 years with JPMorgan in numerous trading and trading management roles. He started his financial career as a Fixed Income derivatives trader, eventually managing global Fixed Income Rates and FX trading before moving into the commodities business. Within commodities, he ran proprietary trading, metals trading, global energy trading and principal investments before becoming Co-Head of JPMorgan's Global Commodities business. Mr. Anderson earned a BS degree from Lafayette College, a Master's in Business Administration from the Ross School of Business at the University of Michigan and holds the CFA designation. • Robert (Bob) Jain, 47 Coined in 2016), is Millennium's Co-Chief Investment Officer. Prior to his current role, Mr. Jain was at Credit Suisse for 20 years in various roles, including Global Head of Asset Management, Co-Head of Global Securities, and Global Head of Proprietary Trading across equities and fixed income. He began his career at O'Connor & Associates as an Options Trader. Mr. Jain received his B.A. with honors in Political Science from Cornell University and is a Chartered Financial Analyst. Mr. Jain sits on various philanthropic and industry bodies including the Board of Harvard Management II-51 CONFIDENTIAL UBSTERRAMAR00004054 EFTA00239386

FOR EXISTING INVESTOR USE ONLY Corporation and The Investor Advisory Committee of the New York Federal Reserve. • Simon M. Lorne, 72 Coined in 2004), is Millennium's Vice Chairman and Chief Legal Officer. Mr. Lorne oversees compliance, legal, and regulatory functions, along with management controls and internal audit. Mr. Lorne had been a partner in the law firm of Munger, Tolles & Olson LLP, which he rejoined in 1999 after originally becoming a partner in 1972. In 1996, he became a Managing Director at Salomon Brothers where he served as Global Head of Internal Audit. Following the merger of Salomon Brothers into Travelers Group Inc., he continued as Managing Director and as a senior member of the General Counsel's office. With the merger of Travelers Group and Citicorp Inc., he organized and coordinated the global compliance function of Citigroup. From 1993 to 1996, Mr. Lorne was General Counsel of the SEC. Mr. Lorne graduated cum laude with an AB from Occidental College and received his JD, magna cum laude, from the University of Michigan Law School. • Mark Meskin, 51 Coined in 2002), is Millennium's Chief Trading Officer and Global Head of Stat Arb Equities. Mr. Meskin has oversight of the Fund's day- to-day trading activities and works with the Portfolio Managers to ensure they have the optimal platform to operate their trading strategies. In this role, he is involved in Portfolio Manager evaluation, recruitment and monitoring as well as coordinating with the various departments to support the needs of the Fund's trading strategies. Prior to joining the General Partner, Mr. Meskin spent nine years as Managing Director/Principal for Helfant Group, Inc., a New York Stock Exchange member firm, where he was responsible for the upstairs trading, operations and technology areas. Mr. Meskin has an MBA in Finance from New York University and a Master's in Information Systems from the University of Cape Town, South Africa. • Ajay Nagpal, .50 (joined in 2013), is Millennium's Chief Operating Officer overseeing various business areas of Millennium's global activities. Prior to joining Millennium, Mr. Nagpal was the Global Head of Prime Services at Barclays. He occupied this position since 2008, having transitioned to Barclays as part of the acquisition of Lehman Brothers' U.S. businesses. In that role, he was responsible for various business lines including Fixed Income Financing, Equity Financing and Prime Brokerage, Futures Clearing and Execution, Foreign Exchange Prime Brokerage and OTC Derivatives Clearing. He was a Managing Director with Lehman Brothers from 2001-2008. He began as Head of Liquid Market Sales in Fixed Income where he supervised the firm's distribution efforts across a variety of products, including Interest Rate Products and Corporate Risk Solutions. In 2005, he transitioned to the role of Global Head of Equities Sales. Mr. Nagpal began his career at JP Morgan in 1992 and rose to Managing Director responsible for Municipal Derivatives before transitioning to Head of Fixed Income Derivatives Marketing for Financial Institutions. Mr. Nagpal has a BA from Brown University and a Master's in II-52 CONFIDENTIAL UBSTERRAMAR00004055 EFTA00239387